Terms

These terms apply to everything MSGP GmbH, Stallburggasse 2/37, 1010 Vienna, Austria, company register FN 397247 m (“we”), does around Johnny: the free website report, the free preview, the move of your website and running it with Johnny afterwards. They apply to businesses (“you”). They exist in German and in English; the German version is the binding one.

1. Scope

1.1 We offer Johnny to businesses only, in the sense of § 1 of the Austrian Commercial Code (UGB) and § 1 of the Austrian Consumer Protection Act (KSchG): companies, the self-employed, associations and public bodies that use the website for their work. By ordering, you confirm that you act as a business. We do not offer Johnny to consumers, and consumer protection law does not apply.

1.2 Only these terms apply, in the version current when you order. Your own terms do not apply, even if we do not object to them separately.

1.3 The contract consists of these terms, the pricing page as it is when you order, and the data processing agreement. Whatever else our website says about Johnny describes the service; where it differs from these terms, these terms apply.

2. What we do

2.1 The report. You give us the address of your website, we check it automatically and show you the result. The report is free, commits you to nothing, and is a snapshot without warranty.

2.2 The preview. We build a private copy of your whole website and send you a link. The preview is free and commits you to nothing. It can only be reached through the link, search engines do not list it, and your current website stays as it is. We may decline or remove a preview without giving reasons. If you do not order, we delete it at the latest 90 days after sending it.

2.3 The move. For the preview we rebuild your existing website so it looks the same: every page, every page address, your forms, your analytics and your cookie banner. We check every page on computer, tablet and phone. When you order, the preview becomes your website, and we switch your domain when you say go. The move covers the website as it was publicly reachable when we built the preview.

2.4 Johnny. From the switch on, we run your website: hosting with SSL, backups, security and changes by message (section 9).

2.5 One package. The move and Johnny come together only, never on their own.

2.6 Limits. The package is for websites with up to 50 pages. A page is one address of your website, such as a blog post; images and files do not count. We do not move online shops, logins for members or customers, booking systems, databases or other applications that run on a server. Larger websites and such features we offer, if at all, only by separate quote. What we cannot move, we tell you before you pay.

2.7 We provide our services with infrastructure and services of third parties (hosting, email delivery, AI models) and may change them as long as the service stays the same. We may develop and change Johnny as long as hosting and changes by message remain.

2.8 Your email addresses, mailboxes and all other services on your domain are not part of the service. We only change where your website points.

3. How the contract comes about

3.1 The report and the preview create no contract for paid services. By asking for them, you confirm that the website is yours or that you act on the owner’s behalf.

3.2 You order by giving us the go for the move (in your account or by email), choosing your plan and leaving your payment details with our payment provider. The contract comes about when we confirm your order by email or begin the move.

3.3 We may decline an order without giving reasons, for example because we cannot move the website.

3.4 Until your domain switches, either side can stop the move at any time by email. Nothing is charged then, and we delete the rebuilt website.

4. Your part

4.1 You give us access to your domain settings, or forward our note to whoever has them. The switch happens only when you say go.

4.2 You keep your old hosting running for at least 30 days after the switch. After that, cancelling it is your business.

4.3 You make sure you hold all rights to your website and its content that we need for the move and for running it: to the design, texts, photos, logos, fonts, videos and everything else we copy, rebuild, store and display. Licences for paid themes, fonts, plugins or stock photos stay your business. Tell us what you may no longer use; we replace it or leave it out.

4.4 You are responsible for the content of your website, including what you publish through Johnny: that it is lawful, harms no one and carries the legal notices your website needs (imprint, privacy policy, cookie notices). We do not review your content.

4.5 If someone raises claims against us because of your content or your website, you hold us harmless, including reasonable costs of legal defence.

4.6 You keep the access to your account secret and are responsible for everything done through your account until you report misuse to us.

4.7 You give us an email address you read regularly. We send notices about this contract to that address, and they count as received there.

4.8 You use Johnny only for your own website, not for content that is unlawful, harms others, spreads malware or is spam, and not in an automated way that disturbs the service. On a breach we may take the content or the website offline after notice, in urgent cases at once.

5. Prices and payment

5.1 The prices on the pricing page at the time of your order apply. All prices are in euros and net; VAT is added.

5.2 The move is charged once, on the day your domain switches. Johnny is charged in advance: monthly on the monthly plan, yearly on the yearly plan, at the start of each billing period. The first billing period starts on the day of the switch.

5.3 You pay through our payment provider Stripe (Stripe Payments Europe, Ltd., Dublin, Ireland) with the payment methods offered there, such as credit card or SEPA direct debit. By leaving your payment details, you authorise us to charge the amounts due. You receive invoices electronically by email and agree to that.

5.4 If a charge fails, we tell you and try again. If an amount is unpaid 14 days after it was due, we may take your website offline after notice by email until you have paid; you still owe the amount. We may charge the statutory default interest for business transactions (§ 456 UGB) and the costs of collection.

5.5 You may set off only undisputed claims or claims established by a court, and you may not withhold payments.

6. Price changes

6.1 Indexation. The price for Johnny is index-linked to the Austrian consumer price index 2020 published by Statistics Austria, or the index that replaces it. The base is the index of the month in which your domain switched. Once a year, at the start of the first billing period after the anniversary of the switch, we adjust the price in proportion to the change in the index. This adjustment is no ground for termination.

6.2 Other changes. Beyond that, we may change prices, for example when our costs for providers or AI models change or Johnny can do more. We tell you about a change by email at least two months before it takes effect; on the yearly plan it takes effect at the next renewal at the earliest. If you do not want the new price, you can terminate for the day it takes effect, until the day before. If you do not terminate, the new price applies.

7. Term and termination

7.1 The contract begins with your order. Johnny’s term begins when your domain switches.

7.2 Monthly plan. The contract runs for one month at a time and renews automatically by another month unless terminated. You can terminate at any time for the end of the current billing month.

7.3 Yearly plan. The contract runs for twelve months and renews automatically by another twelve months unless terminated at least one month before the end of the term.

7.4 Termination is by email, from you from your account’s address to hello@telljohnny.com. We confirm it by email. Periods already paid are not refunded, except under the money-back guarantee (section 8).

7.5 Either side may terminate without notice for good cause. For us, good cause is in particular that you do not pay despite a reminder and a further 14 days, that you materially breach section 4, or, as far as the law allows, that insolvency proceedings are opened over your assets.

7.6 We may terminate on three months’ notice, on the yearly plan for the end of the current term, for example if we discontinue Johnny.

8. The 30-day money-back guarantee

8.1 Within 30 days after your domain switches, you can step back from the whole contract, on either plan and without giving reasons. An email to hello@telljohnny.com is enough.

8.2 We refund everything you paid, the move and Johnny, within 14 days to the payment method you paid with.

8.3 We point your domain back to your old website or, if we have no access there, send the note to whoever has your domain settings. For that, your old website still has to be on your old hosting (section 4.2). Your website stays online with us until the domain is pointed back, at most 14 days after your email.

8.4 After that we take the rebuilt website offline and delete it with its versions and backups (section 12). You do not get a copy of it.

8.5 The guarantee applies once per website. After the 30 days, the terms in section 7 apply.

9. Changes by message and fair use

9.1 You change your website by writing to Johnny. Johnny makes the change and shows it to you in the preview. Nothing goes live until you publish it. Every published version is kept, and you can go back to an earlier one.

9.2 Johnny works with AI models. The result can differ from what you meant, or contain mistakes. Check the preview before you publish. What you publish is your responsibility (section 4.4).

9.3 Content changes are included, as often as you like, within fair use: texts, photos, team, opening hours, prices, posts and new pages in the existing design. Fair use is the volume of changes a business usually needs to keep a website of up to 50 pages up to date.

9.4 Not included are a new design or a restructuring of the website, new features (shop, login, booking, connections to other systems), pages beyond the 50, using Johnny for other websites or as a tool for third parties, and a volume well above the usual, such as continuous bulk changes or automated use. For those we make you an offer, or we decline.

9.5 If your use goes beyond fair use, we tell you first. We charge nothing we have not agreed with you beforehand. Until we have agreed, we may limit further changes to the usual volume.

10. Hosting, availability and security

10.1 We run your website on the infrastructure of established providers, with an SSL certificate and backups, and keep the platform up to date.

10.2 We aim for your website to be reachable at all times, but we do not guarantee a particular availability. We announce maintenance where we can and schedule it for quiet hours. Outages we are not responsible for, such as at providers, on the internet, at your domain registrar, or through attacks and force majeure, are not part of what we owe.

10.3 Backups are there so we can restore your website. Keep your own copies of your content all the same (texts, photos, logos).

10.4 Security is no promise that nothing can happen. We use the usual measures and respond to incidents; which ones, the data processing agreement says.

11. Rights to content and website

11.1 Your content stays yours: texts, photos, logos, videos, trademarks and all data you give us or enter through Johnny. You grant us the right, for the term of the contract, to copy, store, edit on your instruction, host and publicly display it, including through our providers.

11.2 The website we build stays ours. Its code, templates and structure, the platform and Johnny itself are and remain our property and our intellectual property. For the term of the contract you receive the non-exclusive, non-transferable right to use the website for your business under your domain. You have no right to a copy of the website, its code or its files, to an export, or to run it elsewhere.

11.3 We may name you as a reference (name, logo, website address, screenshots) unless you object by email.

12. End of the contract: domain and data

12.1 Your domain stays yours. When the contract ends, our service ends: we take your website offline. Point your domain somewhere else before then; otherwise your website is no longer reachable from the end.

12.2 We do not move your website to another provider, hand over code or files, or keep the website for you. Your content (section 11.1) you can take from your website at any time while it is online.

12.3 Within 30 days after the end we delete the website with its versions and backups and the data in your account, except what we must keep by law, such as invoices. Personal data we handle according to the data processing agreement.

13. Warranty

13.1 We rebuild your website so it looks the same as when we built the preview. Small differences that come from the different technology, from browsers or from devices are not a defect. Before the switch you check the new website; with your go for the switch you accept the move.

13.2 You report defects to us without delay, at the latest 14 days after the switch or after the change in question, by email and with a description (§ 377 UGB). Otherwise the service counts as approved.

13.3 The warranty period is six months from the switch. We remedy by improvement first. The presumption of defectiveness in § 924 of the Austrian Civil Code (ABGB) is excluded.

13.4 We give no warranty for your content, for third-party services your website embeds (such as analytics, maps, fonts, booking widgets), for your old hosting and your email, or for how search engines rate or rank your website.

14. Liability

14.1 We are liable only for damage we cause intentionally or by gross negligence. We are not liable for slight negligence, except for personal injury.

14.2 We are not liable for lost profit, consequential or indirect damage, pure financial loss, lost savings, loss of interest or third-party claims against you; not for loss of data as far as you could have avoided it with your own copies (section 10.3); and not for outages and damage caused by third parties, your domain settings, your old hosting, your content or the use of your account by your people.

14.3 Our liability is limited in total to the amount you paid us in the twelve months before the event that caused the damage.

14.4 Claims for damages must be brought before a court within six months of learning of the damage and of who caused it; otherwise they lapse. The reversal of the burden of proof in § 1298 ABGB is excluded; you have to prove our fault.

14.5 Mandatory liability, such as under the Austrian Product Liability Act, stays unaffected.

15. Data protection

15.1 For the data of your website’s visitors, the entries in your forms, and personal data in your content and in your messages to Johnny, you are the controller under the GDPR and we are your processor. The data processing agreement governs this; it is part of this contract.

15.2 For the data we process to run the contract with you (your account, your invoices, your correspondence with us), we are the controller. What we do with it is in the privacy policy.

15.3 Your website’s privacy policy, your cookie banner and the lawfulness of your forms and analytics are your responsibility.

16. Confidentiality

Each side keeps the other side’s business secrets it learns under the contract confidential, also after the contract ends. What is public on your website is not confidential.

17. Changes to these terms

We may change these terms. We send you the new version by email at least two months before it takes effect and point out the changes. If you do not object before it takes effect, the new version applies; the email says so. If you object, the contract continues on the old terms, and either side may terminate it for the day the new version takes effect.

18. Final provisions

18.1 Austrian law applies, excluding the UN Convention on Contracts for the International Sale of Goods and the conflict-of-law rules of private international law.

18.2 The place of performance is Vienna. For all disputes arising from or in connection with this contract, the court with subject-matter jurisdiction in Vienna, Inner City (Wien, Innere Stadt), has exclusive jurisdiction.

18.3 Change of contracting party. We may transfer the contract with all rights and duties to another company that carries Johnny on under the same terms and at the same level of service, such as a company affiliated with us or a legal successor. You agree to such a transfer now. We tell you by email at least one month beforehand, with the new contracting party’s name and address; from the day named, it provides the service, issues the invoices and collects the payments. Your rights under this contract, the term and the prices stay unchanged; the transfer alone is no ground for termination. You may transfer the contract only with our consent.

18.4 Changes and additions to the contract need text form; email is enough. The same applies to waiving text form.

18.5 If a provision of these terms is invalid, the others remain valid. The invalid provision is replaced by the valid one that comes closest to its purpose.

18.6 These terms exist in German and in English. The German version is binding; the English version is for understanding.

18.7 Questions about these terms: hello@telljohnny.com.