Terms of Service & SaaS Agreement

1. Parties and Definitions

"TSI Solution GmbH", "we", "us" - TSI Solution GmbH, Pfalzgasse 7/1/61, 1220 Wien, Austria (UID ATU82721002, FN 666498 w), the provider of the Service.

"Customer", "you" - the legal entity or individual that registers for an account and accepts these Terms.

"Service" - the TEL TSI Compliance Companion SaaS platform accessible at tel-tsi.eu, including any API endpoints, e-mail notifications, print and export features, and associated documentation.

"Authorised User" - an employee, contractor, or agent of the Customer who has been granted access to the Service under the Customer's subscription.

"Register" - the Customer's obligation register stored in the Service: the requirements that apply to the Customer's roles and selected sources, together with the statuses, owners, reasons, notes, evidence files, corrective actions, saved views and the audit trail the Customer's Authorised Users record against them.

"Content" - the requirement register maintained by TSI Solution GmbH (requirement texts, citations, deadlines, verification methods, definitions of done, suggested evidence, suggested steps, official resource links and version notes), the knowledge-check question banks, the glossary, and all other materials made available within the Service by TSI Solution GmbH.

2. Acceptance of Terms

By creating an account (including via a third-party single sign-on provider), clicking "Agree", or otherwise using the Service, you represent that you have the authority to bind the Customer to these Terms. If you do not agree, do not use the Service.

These Terms constitute the entire agreement between the Customer and TSI Solution GmbH regarding the Service and supersede all prior discussions, representations, or agreements.

3. Subscription Plans

3.1 Free Trial

A newly registered company receives one free trial of 14 days with the full Register. No credit card is required for the trial, and one trial is granted per registered company. After the trial, access to the Register requires a paid subscription for at least one role; the account, its members and the recorded data remain and become accessible again when payment is confirmed.

3.2 Paid Subscriptions

There is one plan, priced per company and per active role (freight railway undertaking, passenger railway undertaking, terminal operator, station manager) at the monthly price shown at tel-tsi.eu/#pricing and at the point of purchase. The plan includes every feature for every Authorised User of the organisation; there are no user limits, packages or feature tiers. Adding a role adds a line to the subscription; removing a role ends that line at the close of the current billing period. Subscriptions are billed monthly in advance. Prices are displayed in EUR excluding VAT. Austrian VAT (20%) and any applicable reverse-charge mechanism apply in accordance with Austrian and EU VAT law.

3.3 Cancellation and Refunds

You may cancel your subscription at any time via the Manage Billing portal within the Service. Cancellation takes effect at the end of the current billing period - no partial refunds are issued for unused time. If a technical error on our part caused an incorrect charge, we will issue a full refund within 10 business days upon written request.

3.4 Price Changes

We will provide at least 30 days' written notice (by email to the registered account holder) of any price increase. Continued use of the Service after the price change takes effect constitutes acceptance.

4. Licence Grant and Restrictions

4.1 Licence

Subject to these Terms and timely payment of applicable fees, TSI Solution GmbH grants the Customer a limited, non-exclusive, non-transferable, revocable licence to access and use the Service during the subscription term solely for the Customer's internal business purposes.

4.2 Restrictions

The Customer must not, and must ensure that Authorised Users do not:

• sublicense, resell, rent, or otherwise make the Service available to third parties outside the Customer's organisation;
• reverse-engineer, decompile, or extract the requirement register or the question banks for use outside the Service;
• use automated tools (scrapers, bots) to bulk-export Content;
• remove or alter any copyright, trademark, or proprietary notices;
• use the Service for any unlawful purpose or in a way that infringes third-party rights;
• attempt to gain unauthorised access to other Customers' data or the Service's infrastructure.

5. Customer Data

5.1 Ownership

The Customer retains all right, title, and interest in and to the data it inputs into the Service ("Customer Data"), including the statuses, reasons, notes, evidence files and corrective actions recorded in the Register. TSI Solution GmbH acquires no ownership over Customer Data.

5.2 Licence to Process

The Customer grants TSI Solution GmbH a limited licence to host, store, and process Customer Data solely as necessary to provide and improve the Service, subject to the Privacy Policy at /legal/privacy-policy.

5.3 Data Export

Customers may print or save the Register as a PDF, print a one-page vendor brief per requirement and download their evidence files from the Service at any time. On request to support (at) tel-tsi.eu, we will also provide a structured, machine-readable export (e.g. JSON) of your Register data. Upon termination, Customer Data is available for export for 30 days, after which it is deleted in accordance with the Privacy Policy.

6. Intellectual Property

The Service, its user interface, Content (including the requirement register, its citations, verification methods, definitions of done, suggested steps and version notes, and the knowledge-check question banks), software, trademarks, and all associated intellectual property are and remain the exclusive property of TSI Solution GmbH or its licensors. Nothing in these Terms transfers any IP rights to the Customer.

TSI Solution GmbH does not claim ownership of the underlying legal text of Commission Implementing Regulation (EU) 2026/253 (TEL TSI), which is a public EU legal act. The selection, arrangement, requirement modelling, verification methods, suggested steps and question design are original works of TSI Solution GmbH.

7. Disclaimers and Limitation of Liability

7.1 "As Is" Disclaimer

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE". TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TSI SOLUTION GMBH DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

7.2 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TSI SOLUTION GMBH'S TOTAL AGGREGATE LIABILITY TO THE CUSTOMER FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE GREATER OF (A) THE FEES PAID BY THE CUSTOMER IN THE 12 MONTHS PRECEDING THE CLAIM OR (B) EUR 500.

IN NO EVENT SHALL TSI SOLUTION GMBH BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Nothing in these Terms limits liability for death or personal injury caused by negligence, fraud, or fraudulent misrepresentation, or any liability that cannot be limited under Austrian law.

8. Uptime and Support

Uptime commitments do not apply to: scheduled maintenance; force majeure events; failures caused by Customer actions; third-party service outages (including our hosting, payment, and email-delivery providers).

9. Suspension and Termination

9.1 Suspension by TSI Solution GmbH

We may suspend the Customer's access immediately without notice if: (a) a payment is 14 days overdue; (b) we reasonably believe the Customer is misusing the Service or violating Section 4.2; (c) suspension is required to prevent harm to the Service or other Customers.

9.2 Termination for Breach

Either party may terminate these Terms on 30 days' written notice if the other party materially breaches these Terms and fails to cure the breach within that period.

9.3 Effect of Termination

On termination: all licences granted to the Customer cease; TSI Solution GmbH will make Customer Data available for export for 30 days, then delete it; all accrued payment obligations survive.

10. Confidentiality

Each party agrees to keep confidential the other party's non-public information received in connection with the Service ("Confidential Information") and to use it only to perform obligations under these Terms. This obligation does not apply to information that: (a) is or becomes publicly available through no fault of the recipient; (b) was known before disclosure; (c) is independently developed; or (d) must be disclosed by law or court order (provided the disclosing party gives prompt notice where permitted).

11. Governing Law and Dispute Resolution

These Terms are governed by the laws of Austria, without regard to its conflict-of-law principles. The UN Convention on Contracts for the International Sale of Goods (CISG) does not apply.

Any disputes arising from or in connection with these Terms shall be subject to the exclusive jurisdiction of the courts of Wien (Vienna), Austria. For Customers who are consumers under Austrian law, any mandatory consumer-protection jurisdiction rules continue to apply.

12. Changes to These Terms

We may update these Terms from time to time. Material changes will be notified by email at least 30 days before taking effect. The version number and effective date at the top of this document always reflect the current Terms. Continued use after the effective date constitutes acceptance. If you do not accept the updated Terms, you may terminate your subscription before they take effect.

13. General

• Entire agreement. These Terms, together with the Privacy Policy and any applicable Data Processing Agreement, constitute the entire agreement between the parties regarding the Service.
• Severability. If any provision is found unenforceable, it will be modified to the minimum extent necessary; remaining provisions stay in full force.
• No waiver. Failure to enforce any provision does not constitute a waiver of future enforcement.
• Assignment. The Customer may not assign these Terms without our prior written consent. TSI Solution GmbH may assign these Terms in connection with a merger, acquisition, or sale of substantially all assets, provided the Customer is notified.
• Force majeure. Neither party is liable for delays or failures caused by circumstances beyond its reasonable control (including natural disasters, war, cyberattacks on infrastructure, or third-party service outages), provided the affected party gives prompt notice.
• Language. These Terms are written in English. In case of conflict with any translation, the English version prevails.

14. Contact

TSI Solution GmbH
Pfalzgasse 7/1/61, 1220 Wien, Austria
Email: legal (at) tel-tsi.eu
Support: support (at) tel-tsi.eu