• Subject matter of the contract and order of precedence
• Licence and usage rights
• Obligations of the reseller
• Trademark and labelling rights
• Remuneration, invoicing, terms of payment
• Service level agreement
• Data protection and order processing
• Intellectual property and further developments
• Liability and indemnity
• Term and cancellation
• Rights after the end of the reseller agreement
• Audit and control law
• Confidentiality
• Final provisions

Subject matter of the contract and order of precedence

Agreement for resellers. This agreement is concluded with Metasoul GmbH, Urstein Süd 15, 5412 Puch bei Hallein, Austria, hereinafter referred to as „MS“ and regulates the conditions under which the Reseller sells the Software-as-a-Service solution „Metasoul“ operated by MS to end customers in its own name and for its own account.

Supplement to the SaaS contract. This Agreement supplements the existing SaaS Agreement between MS and the Reseller as amended from time to time, which is available at https://metasoul.com/saas-vertrag/ can be called up.

Order of precedence for contradictions. In the event of any conflict between this Agreement and the SaaS Agreement, the following order of precedence shall apply:

1. Customised offer,
2. this reseller agreement,
3. SaaS contract,
4. Price lists and service descriptions.

Licence and usage rights

Distribution law. MS grants the Reseller a simple, non-exclusive, non-transferable right to distribute the Metasoul SaaS Software to end customers in its own name, for its own account and in a territory agreed in writing.

Product branding. Use as a white label, re-branding or removal/covering of the product's labelling is expressly excluded.

Sublicensing. Sublicensing is only permitted to the extent that it is necessary for the transfer to end customers for the purpose of using the software; any further sublicensing requires the prior written consent of MS.

Source code. Modifications, decompression or other interventions in the source or object code are not permitted unless they are authorised by law.

Obligations of the reseller

Responsibility towards end customers. The Reseller distributes Metasoul in its own name and for its own account and is responsible for prices, invoicing and taxes vis-à-vis end customers.

Agreements with end customers. The reseller concludes agreements with end customers that reflect at least the protection and liability provisions of this agreement and the SaaS contract.

Support. The reseller provides first-level support to end customers. MS provides second and third level support within the service times specified in the SaaS contract.

Error and fault messages. Error and fault reports are made by the reseller in accordance with the error classes, response and rectification times defined in the SaaS contract.

Compliance with SaaS contract clauses and laws. The Reseller undertakes to comply with the prohibitions on use, loyalty and solicitation set out in the SaaS Contract as well as all applicable laws (in particular data protection, export, competition and tax law).

Trademark and labelling rights

Brand utilisation. The Reseller may use the „Metasoul“ trademark and the logos provided by MS exclusively for marketing and sales purposes.

White label use. Any use that gives the impression that the reseller is the manufacturer of the software (white label) is prohibited.

Copyright. All trademarks, copyrights and other industrial property rights to Metasoul remain unconditionally with MS.

Remuneration, invoicing, terms of payment

remuneration model. The remuneration model (discount, margin or revenue share) is regulated in the individual offer.

Invoicing. Unless otherwise agreed, MS invoices the reseller monthly according to the number of end customer licences actually activated; the payment term is seven calendar days from the invoice date.

Default of payment. In the event of late payment, the default interest and measures provided for in the SaaS contract shall apply, including the right to refuse performance and the right of cancellation.

Price adjustments. MS may adjust prices with a notice period of sixty (60) days if the cost basis changes in accordance with the SaaS contract.

Service level agreement

SLA. The SLA defined in the SaaS contract shall apply.

Customised SLA. The reseller is not entitled to any further SLA unless this has been agreed in an individual contract.

Data protection and order processing

Order processing and responsibilities within the meaning of the GDPR. The order processing and responsibilities are regulated in the SaaS contract.

Intellectual property and further developments

Rights to further developments. All rights to Metasoul and to further developments made under this agreement shall remain with MS.

Customised adaptations. Individual customisations that are included in the standard roadmap at the suggestion of the reseller are transferred to MS in full, non-exclusively and free of charge.

Open source. The reseller does not receive any rights to open source components that are subject to mandatory copyleft licences; MS may publish such components.

Liability and indemnity

Liability towards the reseller. The limitations of liability and warranty provided for in the SaaS Contract shall apply to MS vis-à-vis the Reseller; strict liability is excluded to the extent permitted by law.

Liability towards third parties. The Reseller shall indemnify MS against all claims asserted by end customers or third parties due to the use of Metasoul by the Reseller, its employees or sub-licensed parties in violation of the law or the contract.

Term and cancellation

Entry into force and term of the agreement. This agreement shall enter into force together with the SaaS contract and shall initially run for one year; it shall be extended by a further year in each case unless it is terminated in writing by one of the parties with three months' notice to the end of the contractual year.

Extraordinary cancellation. The right to extraordinary termination for good cause (including default of payment, serious breach of contract/law, unauthorised white label use) remains unaffected.

Rights after the end of the reseller agreement

redistribution, trademark rights and payment claims. All resale and trademark rights shall expire at the end of the contract; outstanding payment claims shall remain in force.

End of the reseller's rights. Upon termination of this Reseller Agreement - for whatever reason - the Reseller's right to provide end customers with access to the Metasoul software, to continue to provide services in connection with Metasoul to the previous end customers or to act as a contact person for Metasoul shall end.

Dealing with existing end customers. MS is entitled to decide at its own discretion whether the end customers concerned

1. directly into the direct support and contractual relationship with MS, or
2. be assigned to another reseller authorised by MS for further support and contract takeover.

Allocation of existing end customers. The decision on the allocation of end customers after the end of the contract is made exclusively by MS. The reseller has no right to a specific allocation or to the continuation of support.

Cooperation and information obligations of the reseller. The reseller undertakes to fulfil all obligations to cooperate and provide information required for the transfer of end customers immediately and in full. This includes, in particular, informing end customers in good time about the upcoming change in support and providing support with the technical and contractual transition.

Audit and control law

Control of compliance. MS is entitled to check compliance with the licence and usage provisions by technical means; data transmitted in the process will be used solely for the purpose of checking and will be deleted after the check has been completed.

Confidentiality

Confidentiality agreement. The parties undertake to treat all confidential information received under this agreement - including, but not limited to, business secrets, technical information, business processes, customer data and contract content - as strictly confidential.

Duration of the confidentiality agreement. The confidentiality obligation shall apply indefinitely, even beyond the termination of this agreement, unless and until the information concerned becomes generally known or lawfully becomes known to the other party without breach of this agreement.

Final provisions

Changes. MS shall notify the Reseller in writing of any amendments or additions to this Agreement and shall be deemed to have been agreed if the Reseller does not object within two weeks.

Applicable law and place of jurisdiction. The place of jurisdiction defined in the SaaS Contract and the applicable law defined in the SaaS Contract shall apply exclusively, unless a mandatory place of jurisdiction exists (see SaaS Contract „Place of Jurisdiction“ and “Applicable Law”).

Severability clause. Should a provision be or become invalid, the validity of the remaining provisions shall remain unaffected; the invalid provision shall be replaced by a valid provision that comes as close as possible to the economic purpose of the invalid provision.