General Terms & Conditions (GTC)
of NXRT GmbH
as of August 2026
- General provisions; Scope of Application; Conclusion of contract
1.1 NXRT GmbH (FN 508725a) with its seat in Vienna, Geiselbergstraße 19/3/6, 1110 Vienna (“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. The services of NXRT include both the provision of software and the corresponding hardware. The services of NXRT are intended exclusively for business customers as defined in Section 1 of the Austrian Consumer Protection Act (KSchG); the contractual partner and licensee of NXRT (the “Partner”; the Partner and NXRT, individually or collectively, the “Party(ies)”).
1.2 These general terms and conditions (“GTC”) apply together with the accepted offer or the accepted purchase order (Partner’s purchase order and written order confirmation from NXRT) for the provision of the product “HeroShow” (the “License Object”) by NXRT(the “Offer”). The GTC and the Offer together constitute the “License Agreement”.
1.3 With the exception of Sections 1.3 through 1.6 and 17 of these GTC, in the event of a conflict between the GTC and the Offer, the provisions of the Offer shall prevail.
1.4 The License Agreement enters into force upon acceptance of the Offer signed by the Partner and submitted to NXRT. In the case of the submission of an offer in the form of a purchase order from the Partner to NXRT with reference to any GTC of the Partner, the License Agreement shall only come into force if NXRT submits to the Partner a written order confirmation stating that only these GTC apply to the contractual relationship between the Parties.
1.5 Upon submission of the Offer by the Partner to NXRT, the Partner agrees to these GTC. NXRT’s acceptance (whether express or implied) of the Offer or order confirmation is made exclusively on the basis of and subject to these GTC. NXRT hereby expressly rejects any GTC of the partner. These GTC are binding for all current and future business dealings between NXRT and the Partner, even if no express reference is made to them.
1.6 These GTC apply exclusively and take precedence; any opposing or deviating GTC of the Partner, as well as any deviating or supplementary agreements or side agreements, shall have no effect unless they are expressly acknowledged in writing by NXRT. NXRT’s acts of fulfilling the contract do not constitute acceptance of the Partner’s terms and conditions. - Use of the License Object; Location and Purpose of Use
2.1 Subject to acceptance and timely payment, NXRT grants the Partner the right to use the License Object for the agreed duration of the contract as set forth in the Offer, to the extent specified in Sections 2.2 and 2.3.
2.2 The Partner is authorized to use the License Object exclusively at (i) the address specified in the Offer or (ii) an official business event hosted by the Partner (each the “Place of Use”) for the duration of the event. In the latter case (use at a business event), NXRT must be notified in writing (email is sufficient) before the License Object is transported to the event venue, and NXRT has the right to specify appropriate transport measures at the Partner’s expense and risk in order to ensure the safety of the License Object. Any further temporary or permanent change of the Place of Use is permitted only with the explicit written consent of NXRT. If the Partner plans to use the License Object at a different location or site, the Partner is obligated to notify NXRT in writing (email is sufficient) of the new location at least 14 days prior to the planned transport of the License Object to a location other than the Place of Use. NXRT may, at its sole discretion and without providing any reason, prohibit the planned transport or use of the License Object to a location other than the Place of Use at any time. If NXRT agrees in writing to the Partner’s transport of the License Object, NXRT has the right to specify appropriate transport measures at the Partner’s expense and risk in order to ensure the safety of the License Object.
2.3 The Partner may only use the License Object for the following purposes:
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 the License Object for private purposes is excluded. - License Fee; Shipping costs; Due Date; Indexation; Prohibition on Set-off
3.1 The Partner is obliged to pay NXRT a license fee as compensation. The amount of the license fee and the payment modalities are specified in the Offer. The amounts stated in the Offer are quoted in euros and are net amounts, excluding any VAT, fees and charges.
3.2 The license fee includes the costs of shipping the License Object to the address within the European Union that the Partner specified in the Offer. Costs for express, special or quick deliveries within the European Union are not included in the license fee. Shipping costs for deliveries of the License Object to countries outside the European Union are not included in the license fee included. Any additional costs and charges (in particular customs duties, import duties, import turnover tax and other charges, fees and administrative costs) relating to deliveries outside the European Union shall be borne by the Partner.
3.3 The license fee is due to payment upon receipt of the invoice by the Partner, unless otherwise specified in the Offer and must be paid by the Partner to NXRT free of charges and deductions. In the case of regular payments, the due date is determined by the details in the Offer.
3.4 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 the 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.
3.5 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.
3.6 NXRT expressly reserves the right to increase recurring license fees by up to 8% annually, irrespective of indexation. The Partner will be informed in due time before an increase. In the event of an increase of more than 8%, the 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. In the event of termination by NXRT, the provisions set forth in Sections 6.2 through 6.7 shall apply.
3.7 The Partner is not entitled to offset its own claims (of any kind) against NXRT’s claims or to withhold amounts owed unless and to the extent that such claims have been finally and conclusively determined by a court or acknowledged by NXRT. - Delayed payment; Delayed payment interest
4.1 In the event of late payment by the Partner, statutory delayed payment interest at a rate of 9.2 percentage points above the European Central Bank’s base rate will be charged from the due date.
4.2 Furthermore, following a written notice of default setting a deadline of at least 14 days, NXRT is entitled to terminate all agreements concluded with the Partner. The Partner shall compensate NXRT for all associated damages, costs, and lost profits. In all other respects, the provisions of Sections 6.2 through 6.7 apply mutatis mutandis.
4.3 In the event of a delayed payment by the Partner, NXRT is further entitled to
a) suspend its services to the Partner until the outstanding amounts have been paid in full, or to withdraw such services and/or the License Object from the Partner
b) to make the software, and thus the License Object, unusable for the duration of the delay by means of appropriate technical measures or settings; and
c) upon written demand setting a deadline of at least 14 days, to declare the fee (including installments not yet due) for all services already rendered and other claims arising from the License Agreement immediately and in full due and payable, regardless of any payment terms.
This Section 4.3 does not affect NXRT’s other rights, in particular those set forth in Section 4.1.
4.4 In the event of delayed payment, the Partner agrees to pay NXRT an additional lump sum of EUR 40 per collection case, regardless of the invoice amount. - Contract term; Termination; Termination for Good Cause
5.1 Unless otherwise agreed in the Offer, the initial license term ends 12 months after the License Object is delivered to the Partner. The License Agreement is automatically extended for an additional 12-month term, which renews annually, under the terms and conditions set forth in the License Agreement.
5.2 Unless otherwise agreed in the Offer, both Parties may terminate the License Agreement in writing at the end of the applicable license period, provided they give four weeks’ notice prior to the expiration of the applicable license period.
5.3 Notwithstanding the right to ordinary termination under Section 5.3 and any other statutory grounds for termination, NXRT is entitled to terminate this License Agreement at any time (early) for good cause with immediate effect by written notice. Good cause exists, in particular, if
(i) the Partner breaches any obligations under this License Agreement, in particular the obligations set forth in Section 2 (Use of the License Object), Section 3 (Payment of the License Fee), Section 6.2, Sections 7.1 and 7.4, and Section 8 (Use of Trademarks and Public Relations), or
(ii) insolvency proceedings are initiated against the Partner’s assets, or an application for insolvency is dismissed for lack of assets, unless such action is precluded by mandatory provisions of insolvency law.
5.4 The exercise of the right to terminate the License Agreement early pursuant to Section 5.4 shall not affect NXRT’s other claims arising from or in connection with the License Agreement. In particular, in the event of early termination of the agreement pursuant to Section 5.4, the Partner shall be liable to NXRT until the expiration of the originally agreed term of the agreement for the loss of the license fee as well as for all other damages resulting from the early termination. - Legal Consequences of Termination; Return of the License Object; Contractual Penalty
6.1 Upon termination of the License Agreement, for any reason whatsoever, the Partner’s right to continue using the License Object shall cease. In particular, the Partner is not authorized to continue advertising its partnership with NXRT.
6.2 Upon termination of the License Agreement, for whatever reason, NXRT will pick up from the Partner the License Object and all software, including all documentation relating to the License Object, and arrange for their return by mail to NXRT; this in each case at the risk and expense of the Partner. The Partner has no right of retention.
6.3 The Partner is obliged to cooperate to an appropriate extent and in particular to ensure that the License Object is properly and at the agreed time for collection or shipment is provided. The Partner must privde the License Object and documents in proper condition. The Partner must provide NXRT with all necessary information on request and enable the collection or shipment to be carried out.
6.4 If, for whatever reason, the License Object is returned in a condition that exceeds normal wear and tear, the Partner agrees to bear the associated additional costs.
6.5 Upon termination of the License Agreement, for whatever reason, NXRT shall not be obligated to refund any license fees received, of whatever nature, to the Partner.
6.6 If the Partner fails to return the License Object (including all software and documentation) in proper condition and/or by the agreed return date as set forth in Section 6.3, the Partner shall continue to pay the current license fee in full to NXRT until the proper return has taken place.
6.7 Furthermore, in the event of a breach of Section 6.2 or 6.3, the Partner is obligated to immediately pay a non-fault-based contractual penalty in the amount of 5% of the total license fee accrued at that time, plus any applicable VAT, for each month or portion thereof during which the return of the licensed material (including all software and documentation) to NXRT; this applies per month and for as long as the breach continues. In all other respects, Section 12.10 applies mutatis mutandis. - (Intellectual) Property; Risk Bearing
7.1 NXRT grants the Partner the non-simple, exclusive, non-transferable, and non-sublicensable right to use the License Object – in particular the software contained therein – for the duration of the valid License Agreement and exclusively in accordance with the terms and conditions of the License Agreement, solely to the extent absolutely necessary and in the manners absolutely necessary for such use. All other rights of exploitation and use not covered by the License Agreement, as well as the rights to modify, copyrights, and other industrial property rights of the License Object or parts thereof (in particular elements of the HerowShow-system such as texts, images, illustrations, as well as the design and structure of the License Object, the underlying software, and the database) remain entirely with NXRT and are exclusively vested in NXRT. Notwithstanding the foregoing grant of rights, the Partner is in any case prohibited from saving a copy of parts of the License Object on external storage media such as USB drives or similar devices, using the License Object for data mining or for or within the scope of AI applications, or decompiling the software contained in the License Object. The only exceptions to this are actions that the Partner is legally required to perform or that NXRT has expressly authorized in writing in advance.
7.2 The grant of rights under Section 7.1 is subject to full and timely payment of the license fee. In the case of recurring license fees, the foregoing grant of rights is likewise subject to full and timely payment of the license fee and applies only for the period covered by the respective license fee.
7.3 The License Object remains property of NXRT. The Partner does not acquire ownership, but only a time-limited right of use in accordance with Sections 2 and 5.
7.4 The Partner may not take any actions regarding the License Object that could restrict NXRT’s right of ownership (e.g., sell, rent or pledge it). The Partner must respect NXRT’s ownership and take all necessary measures to protect it from third-party claims (in particular, in the event of foreclosure or insolvency, the Partner must indicate NXRT’s ownership and notify NXRT immediately).
7.5 Upon delivery of the License Object, the Partner shall bear the risk of loss, theft, damage, or destruction of the License Object.
7.6 In the event of loss, theft, damage, or destruction of the License Object, the Partner is obligated to bear the reasonable replacement costs determined by NXRT.
7.7 The Partner agrees to insure the License Object at its own expense against all usual risks (in particular theft, fire, and water damage, etc.).
7.8 In the event that the Partner breaches Sections 7.1 and/or 7.4, the Partner shall be obligated to pay NXRT, immediately and without regard to any fault, a contractual penalty in the amount of EUR 10,000 plus any applicable VAT per breach. In all other respects, Section 12.10 shall apply mutatis mutandis. - Use of Trademarks and Copyright Notices; Public Relations and Marketing
8.1 The Partner is authorized to use (registered or unregistered) trademarks, trade names, and other marks of NXRT, but may do so only within the scope and for the duration of this License Agreement and exclusively in the interest of NXRT, for the purpose of identifying the License Object and promoting it in accordance with any guidelines provided by NXRT.
8.2 The Partner is not authorized to market the License Object as its own product or to give even the appearance of doing so. The Partner may not remove, alter, or otherwise obscure or render illegible any copyright notices, serial numbers, or other identifying marks on or in connection with the License Object.
8.3 NXRT is entitled to publicly disclose the contractual relationship with the Partner and to use the Partner’s name, trademarks, and logos for advertising purposes in connection with the License Object.
8.4 Within the scope of the existing contractual relationship, NXRT is entitled, in compliance with the provisions of Section 174 (4) and (5) of the Austian Telecommunications Act 2021 (TKG 2021), to send electronic mail (including SMS) for advertising purposes to the Partner without the Partner’s prior consent. The Partner may object to such use of its electronic contact information at any time (upon collection and upon each transmission) free of charge by notifying NXRT accordingly. - Force majeure
9.1 Strikes, governmental regulations, epidemics/pandemics or the aftermath of epidemics/pandemics, wars, natural disasters, or other events of force majeure beyond NXRT’s control, as well as other delivery delays (in particular, incorrect or late delivery by a supplier to NXRT), for which NXRT is not responsible, shall release NXRT from its obligation to provide services to the Partner until the obstacle ceases to exist, or shall entitle NXRT to a corresponding reasonable extension of the delivery period and to postpone the delivery date.
9.2 If delivery of the License Object is delayed due to a delay in delivery in accordance with Section 9.1 by four months or longer, either Party may withdraw from the License Agreement in writing with immediate effect. - Rights and Obligations of NXRT
10.1 NXRT shall perform its obligations under the License Agreement with the diligence of a prudent businessperson.
10.2 Unless the Partner provides NXRT with a different delivery address, the place of performance shall be the Partner’s address specified in the Offer.
10.3 To provide its services or to safeguard rights and obligations arising from or in connection with this License Agreement, NXRT may engage subcontractors or other third parties.
10.4 If NXRT’s fulfilment of the License Agreement depends on the Partner’s cooperation, NXRT shall be obligated to fulfil the Agreement only to the extent that the Partner has duly and fully fulfilled its duty to cooperate or any other obligation.
10.5 NXRT reserves the right to modify or change the content and features of the License Object during the term of the License Agreement without prior notice. Such modifications must not materially impair or disrupt the normal operation of the License Object.
10.6. If and to the extent that NXRT voluntarily makes changes to the License Object or parts thereof at the Partner’s request, it is hereby clarified that all resulting work products shall belong exclusively and in their entirety to NXRT, even if such improvements and/or enhancements are based entirely or in part on ideas, suggestions, etc. of the Partner, who in this respect grants NXRT an unrestricted, exclusive, and royalty-free right to use these ideas, suggestions, etc., in terms of subject matter, time, and location, upon their creation. The foregoing provision shall apply mutatis mutandis to work results arising from or in connection with the collaboration with NXRT as a result of other contributions or (specialized) knowledge provided by the Partner.
10.7 NXRT is obligated to promote and safeguard the good reputation of its name and brand or the License Object; Section 11.3 shall apply mutatis mutandis. - Rights and Obligations of the Partner
11.1 The Partner shall perform its obligations under this License Agreement with the diligence of a prudent businessperson.
11.2 The Partner shall exercise the license rights only in accordance with the provisions of this License Agreement, in particular in accordance with Section 11, Section 2 (Use of the License Object), and Section 8 (Use of Trademark Rights and Public Relations), and shall use its best efforts in the use and marketing of the License Object.
11.3 The Partner is responsible for ensuring, in particular that the good reputation of the name and brand(s) of NXRT and of the License Object is maintained and promoted in every respect. The Partner shall refrain from any action that could adversely affect the reputation of NXRT. This obligation applies mutatis mutandis to NXRT (see Section 10.7).
11.4 The Partner shall bear the costs of operating, using, and marketing the License Object in accordance with the License Agreement.
11.5 The Partner may use and operate the License Object only on the basis of these GTC and the accompanying documentation provided by NXRT to the Partner, including in particular:
– Appendix 1 – Safety Guide (Safety Instructions)
– Appendix 2 – Quick Start Guide (Operating Instructions)
– Appendix 3 – Product Care Guide (Care Instructions)
Thereafter, it shall be the sole responsibility of the Partner to ensure that all persons who operate or use the License Object are appropriately trained and informed.
11.6 The Partner is obligated to store, set up, and dismantle the License Object solely in accordance with the information provided, and to use or operate it solely in accordance with the provisions of this License Agreement, in particular in accordance with Section 2 (Use of the License Object). In the event of any uncertainty regarding the use of the License Object, the Partner is obligated to consult with NXRT.
11.7 The Partner is obligated to procure the hardware used for the operation and use of the License Object exclusively directly from NXRT and to have the hardware serviced exclusively directly by NXRT. The use of third-party hardware is prohibited unless NXRT has expressly consented to such use in writing in advance.
11.8 The Partner is required, prior to any use of the License Object by its customers, prospective customers, or visitors who use or intend to use the license object (the “End Users”),
(i) inform End Users of the risks and intended uses described in the safety precautions and instructions set forth in Section 13 and Appendix 1 (Safety Guide)
(ii) to inform End Users in a timely and comprehensive manner of the risks and conditions of use set forth in Section 13 and Appendix 1 (Safety Guide) and to
(iii) ensure that the End User or other individuals (in particular, the Partner’s employees) comply with the conditions of use and safety precautions set forth in Section 13 and Appendix 1 (Safety Guide)
For the sake of clarity, it is hereby stated that the conclusion of the License Agreement does not create a contractual relationship between NXRT and the End User. NXRT therefore assumes no liability for damages caused by breaches of duty by the Partner or operating errors in the use of the License Object, provided that no mandatory law precludes this (in particular, the Austrian Product Liability Act).
11.9 The Partner is not authorized to make modifications, changes, improvements, or similar alterations to the License Object, or to decompile, disassemble, or otherwise examine the inner workings of the License Object. This does not affect any mandatory statutory restrictions.
11.10 Defects discovered at the time of transfer do not prevent the transfer, provided that these defects do not interfere with the normal use of the License Object.
11.11 The Partner is obliged to comply with all customs, import and foreign trade regulations applicable in the country of destination at its own expense and risk; any additional costs resulting from non-compliance with these regulations shall be borne by the Partner. - Warranty and Liability; Contractual Penalty
12.1 NXRT warrants that it has full authority to dispose of the License Object, that no third-party rights preclude its use, that the License Object functions normally and as intended when used properly, and that all information regarding the License Object is accurate.
12.2 NXRT guarantees the Partner that the License Object will be operational in 80% of all use cases. If this operational rate is not met, or if there is a continuous limitation of usability lasting more than two weeks for which NXRT is responsible, the Partner is entitled to a reduction in the portion of the license fee attributable to the affected License Object, as specified in the Offer, for the duration of the limitation of usability. The Partner must prove the grounds for the reduction.
12.3 Due to limitations in the resolution of Extended Reality (“XR”)-/VR-headsets due to technical limitations, the appearance of digital objects may differ from their physical counterparts. In particular, color discrepancies cannot be ruled out.
12.4 Apart from the warranties specified in Sections 12.1 and 12.2, NXRT makes no further warranties. Warranty claims under this License Agreement shall expire 12 months after the License Object is delivered to the Partner. The burden of proof for the existence of a defect or for a breach of a warranty by NXRT rests with the Partner. Section 924 of the Austrian General Civil Code (“ABGB”) does not apply. In connection with a breach of a warranty, the Partner must fulfill its duty to mitigate damages.
12.5 NXRT shall not be liable for damages resulting from simple negligence or simple gross negligence (schlicht grob fahrlässig). This limitation of liability does not apply to damage to people or claims under the Austrian Product Liability Act.
12.6 Except in cases of intentional or blatantly grossly negligent (krass grob fahrlässig) causation of damage, NXRT assumes no liability for compensation for consequential damages, pure financial losses, lost profits, data loss, or damages arising from third-party claims.
12.7 Furthermore, NXRT’s liability is limited in amount to the license fee specified in Section 3.1.
12.8 Claims for damages are subject to a statute of limitations of six months from the date on which the damage and the perpetrator become known. The burden of proof under § 1298 ABGB is excluded.
12.9 If the Partner breaches its obligations under Section 11 or commits any other serious breach, NXRT shall be entitled to claim from the Partner, for each breach, a contractual penalty of 80% of the license fee already due, plus any applicable VAT, but in no event less than EUR 5,000, regardless of fault. If multiple payments have been agreed upon, the fictional license fee calculated on that basis for 12 months shall serve as the calculation basis.
12.10 The payment of the contractual penalty pursuant to Section 12.9 does not affect NXRT’s right to assert any other rights or remedies to which it may be entitled in connection with a breach of this License Agreement by the Partner. NXRT may assert such rights and remedies against the Partner in addition to the contractual penalty. For the sake of clarity, it is hereby noted that the contractual penalty does not preclude NXRT from asserting a claim for higher damages if the actual damage exceeds the contractual penalty. - Terms of Use and Safety Guidelines
13.1 When using the License Object, the Partner is obligated to comply with the safety precautions set forth in this Section 13 and the safety instructions contained in Appendix ./1, and to inform all End Users who wish to wear the XR/VR headset of these safety precautions and instructions in a timely and complete manner in accordance with Section 11.8. The use of the License Object by an End User is permitted only if such use and compliance with the terms of use are supervised by appropriately trained personnel of the Partner.
13.2 Health & Well-being
13.2.1 The Partner must ensure that children under the age of 12 use the Licensed Object only when accompanied by an adult.
13.2.2 Individuals with relevant pre-existing conditions (for example epilepsy or other neurological conditions) are prohibited from using the License Object without prior medical consultation and clearance.
13.2.3 If dizziness, nausea, or any other discomfort occurs, use of the License Object must be discontinued immediately. - Confidentiality
14.1 The Partner agrees to maintain the confidentiality of the contents of the License Agreement and all information received in connection with the License Agreement, unless and to the extent that the Partner is subject to a duty of disclosure in judicial or administrative proceedings. This obligation shall remain in effect even after the termination of the License Agreement.
14.2 In particular, all information relating to NXRT itself, its customers, suppliers, and other partners must be kept confidential; this includes, in particular, the user documentation (or parts thereof).
14.3 If the Partner breaches this confidentiality obligation, the Partner shall pay a contractual penalty per breach, regardless of fault, in the amount of twice the lump-sum license fee specified in Section 3.1, plus any applicable VAT, but in no event less than EUR 5,000. If multiple payments have been agreed upon, the notional license fee calculated therefrom for 12 months shall serve as the basis for calculation. In all other respects, Section 12.10 applies mutatis mutandis.
14.4 The Partner must impose this confidentiality obligation, including the obligation to pay a contractual penalty, on its managing directors, any suppliers, other third parties, and, to the extent permitted, its employees, provided that the persons named are not already subject to such confidentiality obligations by law. - Support
15.1 NXRT provides a service hotline during its regular business hours, Monday through Friday from 9:00 a.m. to 5:00 p.m. (GMT +1, Berlin), except on public holidays in Austria and Germany, under the telephone number +43 660 507 77 43. Issues can also be reported via the email address oi.trxn@troppus, as well as through the NXRT customer portal.
15.2 First-level support services are provided free of charge. Second- and third-level support will be billed to the Partner at a rate of EUR 120 per hour (excluding VAT) if the Partner is at fault and invoiced to the Partner at the end of each month. The amount is due upon receipt of the invoice.
15.3 The Partner must immediately report any defect or malfunction of the License Object to 1st Level Support, including a description of the malfunction and the effects of the defect. NXRT will prioritize the reports and decide on the next steps.
15.4 The Partner shall immediately notify NXRT of any accident, near-accident or significant health complaint occurring during or in connection with the use of the License Object. Such notification must be made without undue delay and in any event no later than three (3) business days.
15.5 Any software updates regarding the License Object will be carried out automatically by NXRT within the European Union and without prior alignment with the Partner. Software updates regarding the License Object outside of the European Union require prior alignment between the Parties. This applies in particular with regard to possible additional costs that may arise in connection with the software update/data transfer (in particular, costs for SIM cards and internet usage fees). Additional costs incurred in the context of software updates outside the European Union shall be borne by the Partner – unless otherwise agreed in writing between the Parties.
15.6 Upgrades that expand or improve the functions of the License Object are expressly not covered by this License Agreement. Such services will be agreed upon and compensated for separately.
15.7 If NXRT’s support services are required at the licensed location, the Partner is obligated to reimburse NXRT in full for all costs incurred by NXRT, including, but not limited to, lodging, meals, travel, maintenance, and material costs.
15.8 The Partner must treat the License Object with the utmost care to preserve its condition, comply with all applicable regulations governing its use, and use the License Object in a manner consistent with normal business operations. In the event of non-contractual use, the Partner must provide appropriate compensation.
15.9 Minor repairs that, in NXRT’s opinion, can be performed by the Partner following prior instructions must be carried out by the Partner.
15.10 If the fulfillment of NXRT’s obligations depends on the Partner’s cooperation, such obligations shall be fulfilled once the Partner has fulfilled its duty to cooperate or obligation. NXRT will fulfill its obligations only if the Partner is not in delay with the fulfillment of its obligations. - Data Protection
16.1 Unless otherwise defined in this Section 16, the definitions set forth in the General Data Protection Regulation (EU) 2016/679 (the “GDPR”) shall apply.
16.2 Each Party is solely responsible for complying with the data protection provisions applicable to it, in particular the GDPR and all applicable national data protection regulations.
16.3 The Parties acknowledge that, in connection with this License Agreement, each Party processes personal data exclusively as an independent controller within the meaning of the GDPR.
16.4 The License Object is designed as a system- and device-based solution. The HeroShow-system is expressly not designed to process personal data and does not require the registration or identification of individual users. The Parties agree as follows:
16.4.1 Types of data processed
In the course of operating the License Object, only the following data is processed:
– Device ID / System ID (technical identification of the HeroShow-system)
– System status (e.g., online status, battery status, software version)
– Aggregated, device-specific usage statistics (e.g., vehicle models, variants, colors viewed)
– Error and crash logs for technical analysis
– Location data (GPS exclusively for emergency and security purposes)
16.4.2 Handling of location data (GPS)
– Location data in Mobile Device Management (MDM) will not be recorded.
– Activation occurs only on a case-by-case basis (e.g., loss, theft, or serious misuse).
– Location data is used exclusively for the security and recovery of NXRT property.
– There is no permanent or continuous tracking.
– Location data is technically strictly separated from analysis and statistics systems.
16.4.3 Use of the SIM Card
– Over-the-air updates and technical maintenance
– Device management (MDM)
– Security measures such as device locking in case of misuse or failure to return the device after the license expires
16.4.4 Analytics data processing
Analytics Data and Disclosure to Original Equipment Manufacturers (OEMs)
The usage statistics collected through the usage of the HeroShow-system may be further processed and disclosed by NXRT.
– The analytics data is exclusively aggregated and device-specific.
– The data contains no personally identifiable information and is not linked to any specific user.
– The analytics are used, among other things, for product, market, and content optimization for OEMs.
– Location data (GPS) is never part of the analytics and is not shared with OEMs or other third parties.
16.4.5 No Processing of Personal Data
– No user accounts or user profiles
– No association of data with individuals
– No collection or analysis of individuals’ locations
– Multiple individuals may use the same system without being identifiable
16.4.6 Purpose Limitation
– Operation and maintenance of the HeroShow-system
– Quality assurance and troubleshooting
– Further development of the software and content
– Protection of NXRT’s system ownership
16.4.7 Retention Period
Technical system and usage data are stored for a maximum of 365 days and subsequently deleted or anonymized, unless longer storage is required for technical or legal reasons.
16.4.8 Technical and Organizational Measures
– EU-based mobile device management (Seven Principles)
– Kiosk mode and restricted system access
– Access rights based on the need-to-know principle
– Encrypted communication
– Event-based activation of sensitive functions (e.g., GPS)
16.5 The Partner acknowledges NXRT’s current Privacy Policy (available at https://nxrt.io/datenschutzerklaerung/) and ensures that individuals whose data is transferred to NXRT in connection with this License Agreement are informed accordingly.
16.6 The Partner warrants and guarantees that it is authorized to process and, if necessary, transfer personal data to NXRT, in particular that a valid legal basis exists and that the required information obligations have been fulfilled.
16.7 The Parties assume that there is no joint controllership within the meaning of Article 26 of the GDPR. The Parties further assume that there is no data processing on behalf of a controller within the meaning of Article 28 of the GDPR.
16.8 Should it become apparent in individual cases that the Parties are to be regarded as joint controllers within the meaning of Article 26 of the GDPR with respect to certain processing operations, NXRT shall be entitled to require the conclusion of a corresponding agreement setting forth, in particular, the respective responsibilities for fulfilling data protection obligations. Until such an agreement is concluded, NXRT is entitled to suspend the processing in question.
16.9 If, in individual cases, the processing of personal data on behalf of the other Party is necessary, the Parties shall enter into a separate data processing agreement pursuant to Article 28 of the GDPR prior to the commencement of such processing. NXRT is not obligated to commence such processing before a corresponding agreement has been concluded.
16.10 Upon first request, the Partner shall indemnify NXRT against all claims by third parties as well as against any legally enforceable administrative fines, penalties, and costs (including reasonable legal defense costs) resulting from a culpable violation of data protection regulations by the Partner. - Governing Law and Jurisdiction
17.1 This License Agreement and its validity, interpretation, and performance shall be governed by the substantive laws of Austria, excluding UN Convention on Contracts for the International Sale of Goods (CISG) and Austrian private international law.
17.2 The Parties submit to the exclusive jurisdiction of the competent court in 1010 Vienna with respect to all disputes arising out of or in connection with the License Agreement (including its conclusion, breach, termination, or invalidity). - Changes to the GTC
18.1 NXRT may amend these GTC from time to time; in particular to specify or clarify the existing GTC or to adapt them to (changed) factual or legal circumstances.
18.2 NXRT will notify the Partner of the changes at least 14 days before the updated GTC take effect by sending the updated GTC via email. If the Partner does not object to the changes within a period of 14 days, it will be assumed that the Partner agrees to the updated GTC. If the Partner objects to the changes, the originally agreed GTC will remain in effect. - Final Provisions
19.1 Should provisions of the 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 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.
19.2 Without the consent of NXRT, the Partner is not entitled to assign its rights to this License Agreements to third parties or to transfer the License Object to other individuals for a fee or free of charge.
19.3 Any fees and charges in connection with the establishment, fulfilment and termination of this License Agreement shall be borne by the Partner.
19.4 Unless otherwise specified in this License Agreement, the Parties may validly serve all notices relating to this License Agreement in writing to the most recently provided mailing address.
19.5 Any amendments or additions to this License Agreement must be in writing; this also applies to any waiver of the written form requirement. - Appendices
– Appendix 1 – Safety Guide (Safety Instructions)
– Appendix 2 – Quick Start Guide (Operating Instructions)
– Appendix 3 – Product Care Guide (Care Instructions)