• General information
• Validity
• Conclusion of contract
• Scope of services, order processing and the client's duty to cooperate
• Service level
  • Communication and support
  • Monitoring and analysis
  • Further development and updates
  • Maintenance
  • Troubleshooting and reporting
  • Uptime
  • Monitoring the infrastructure
  • Quality assurance
• Loyalty obligations & non-solicitation
• Remuneration
• Payment
• Responsibility of the client
• Liability
• Final provisions

General information

SaaS contract. This contract is concluded with Metasoul GmbH, Urstein Süd 15, 5412 Puch bei Hallein, Austria, hereinafter referred to as „MS“, and governs the provision of software in SaaS form and the provision of services by MS.

Metasoul. MS provides the client with the Metasoul software. Metasoul offers the client a comprehensive portfolio for the implementation of data protection regulations.

SaaS - Software as a Service. The Metasoul software is operated in the form of a „Software as a Service“ model. MS provides the client with the server-side software and infrastructure. The client is responsible for the client-side infrastructure.

Validity

Contractual bases. MS concludes contracts and provides services exclusively on the basis of the written offers prepared by MS, as well as the respectively valid version of any descriptions of services included in the offer (e.g. individual documents or general folders), price lists and this SAAS contract.

The descriptions of services, price lists and the SAAS contract shall apply to all legal relationships between MS and the client, unless they are merely project-specific (e.g. individual documents), and shall therefore automatically form the basis of all further contracts concluded between MS and the respective client in the most current version from the first conclusion of the contract, even if these price lists, product descriptions and the SAAS contract are no longer expressly referred to.

The under https://metasoul.com/auftragsverarbeitungs-vereinbarung/ in the most current version available and valid Order Processing Agreement (AVV) only applies if there is an order processing under data protection law.

Future changes. Changes to the descriptions of services, price lists and the SAAS contract of MS shall be notified to the client in writing and shall be deemed to have been agreed if the client does not object within two weeks. Once the new agreement comes into force, the changes to the SAAS contract shall also apply to all other current contracts.

Additional agreements. All forms of additional agreements, both before conclusion of the contract and during the term of the contract, must be in writing in order to be valid. This also applies to any deviation from the written form requirement.

Contractual components on the part of the client. Even if MS is aware of them, specifications from the client regarding the content of the service shall only become part of the contract if they are integrated into the offer by MS or otherwise expressly accepted by MS, for example by reference to these specifications. Legal elements provided by the client, such as general terms and conditions or contractual clauses, shall only become effective, even if MS is aware of them, if they are expressly accepted by MS with an additional note including these legal texts (e.g. „GTC accepted“). Otherwise, MS expressly objects to the inclusion of legal elements of the client, such as general terms and conditions or contractual clauses. The mere acceptance by MS of specifications regarding the content of the client's services therefore does not constitute acceptance of the client's legal texts, even if these specifications contain legally formative elements (e.g. „Our General Terms and Conditions apply.“).

Procedure in the event of contradictions. In the event of contradictions between the offer, any descriptions of services (project-specific documents, general documents), any price lists and the SAAS contract of MS, these shall apply in the order stated. The more individual components therefore automatically amend the more general components of the contract. In the event of contradictions between contractual elements of MS and contractual elements of the client, all contractual elements of MS shall take precedence.

Procedure in the event of ineffectiveness. Should individual provisions of the contract be invalid or unenforceable, the invalid provision shall be replaced by a valid provision that comes closest to the economic sense and purpose of the invalid provision.

Conclusion of contract

Offer by MS. Offers from MS to the client, e.g. in the form of an individual offer to the client or a non-individualized offer such as an order form, catalog, app stores or web stores, are without exception subject to change and non-binding.

Offer by the client. If the client places an order on the basis of an offer or unsolicited, i.e. without a prior offer from MS, e.g. in the case of additional orders in ongoing business relationships, the client shall be bound for two weeks from receipt of the offer by MS.

Acceptance by MS. The contract is therefore only concluded when MS accepts the order. Acceptance must always be made in writing, e.g. by order confirmation, unless MS indicates that it accepts the order, e.g. by taking action based on the order that is visible to the client. A mere confirmation of receipt of the order does not constitute acceptance of the order.

Access. If electronic means of communication or an electronic order management system to which both parties have access is used for the submission and acceptance of the offer, declarations made on working days, i.e. Monday to Friday, excluding Austrian public holidays, between 8:00 a.m. and 4:00 p.m. (CET) shall be deemed to have been received on the same day, declarations made outside these times shall be deemed to have been received on the next working day at 8:00 a.m. (CET).

Information for concluding contracts. The information obligations of MS standardized in § 9 para. 1 no. 1-4 ECG are waived with regard to entrepreneurs.

Scope of services, order processing and the client's duty to cooperate

Place of fulfillment. The place of performance is the registered office of MS.

Scope of services. The scope of the services to be provided results from the written service description of MS resulting from all parts of the contract. Information from other sources not included in the offer (e.g. presentation documents or website content) is not part of the service description. The client is obliged to check the service description for compliance with its requirements and for completeness. After the order has been placed, changes to the service description are only possible by mutual agreement and may in particular lead to changes in prices, deadlines and dates.

Professional performance. Unless otherwise stipulated in the written service description, MS shall be responsible for professional execution in accordance with the time of submission of the offer. Within the scope of the written service description, MS has freedom of design in the execution of the services, insofar as several professional options for execution exist.

Interchangeable services. Insofar as this is consistent with the objectives of the order, MS is entitled to deviate from the service description in contracts with entrepreneurs and to replace services with other equivalent services.

External services / third party products. MS is entitled to perform the services itself or to use components, interfaces, data, rights and other services or products of third parties (third-party services / third-party products) in the performance of the services of MS.

Agreed third-party services / third-party products. If the services of MS include specifically defined components, interfaces, data, rights or other services or products of third parties as agreed, then these components, interfaces, data, rights and other services or products of third parties constitute an agreed third-party service / third-party product. In this case, the contractual obligation of MS consists exclusively in the professional commissioning, coordination and processing, but not in the professional execution of the agreed third-party services/third-party products.

Integration of services, products, data and rights by the customer. If the client processes or integrates components, interfaces, data, rights or other services or products of the client or third parties within the scope of hosting by MS, MS is only the host provider with regard to these services, products, data and rights.

Divisible services. In the case of divisible services, MS is entitled to make partial deliveries.

Dates and deadlines. Dates or deadlines specified by MS are non-binding unless they are expressly marked as binding. Contract term. Contracts for an indefinite period may be terminated subject to any minimum term and a notice period of three months to the end of the contract year.

Termination of the contractual relationship. Upon termination or expiry of the contractual relationship, MS shall immediately terminate the Customer's access to the Metasoul software and the associated services.

Termination of the contractual relationship for good cause. MS is entitled to terminate the contractual relationship with the Customer and the Customer's access to the Metasoul software and the associated services at any time for good cause. The following breaches of contract and obligations in particular constitute good cause:

• Violation of contracts, guidelines and instructions from MS.
• The transfer of the Metasoul software or access to this software to unauthorized third parties.
• Use of the Metasoul software or the underlying infrastructure for unlawful, illegal or unauthorized purposes or in a manner not in accordance with its intended use.
• Causing faults in the Metasoul software or the underlying infrastructure.
• Misconduct towards employees of MS.

Unforeseeable or unavoidable events. Unforeseeable or unavoidable events - in particular default of the client in the fulfilment of its obligations as well as unforeseeable and unavoidable delays at MS or MS's contractors - shall extend deadlines or postpone deadlines by the duration of the unforeseeable and unavoidable event plus the duration of the organizational measures necessary in such a case. MS must inform the client of this in writing.

Obligations of the client to cooperate. The client shall provide MS with all information in writing without delay, without being requested to do so and in a form that can be further processed, and shall provide all services that are necessary for the provision of the services by MS. This includes in particular the provision of a contact person for the execution of the contract, the provision of documents, materials and equipment, the coordination of order details and the acceptance (release) of partial services and services. If the need for the provision of information or services by the client only becomes known during the provision of the services by MS, the client must provide these immediately. The client must check the information and services provided by him for their suitability, correctness and legality. In addition, the Customer must comply with the system requirements for the use of the Metasoul software provided by MS. The Customer shall be liable for all damages caused by defective, delayed or omitted cooperation on the part of the Customer, and in particular for the additional expenses incurred by MS as a result. If MS is unable to perform the services as agreed due to defective, delayed or omitted cooperation of the client, MS shall also be entitled, without prejudice to other rights, to interrupt the performance of the service, to postpone other services for other clients and to continue the performance of the services for the client only after completion of these services, provided that the client has fulfilled his obligations to cooperate by then, whereby all dates and deadlines shall be postponed. If claims are made against MS by third parties due to an infringement of rights in connection with information or services provided by the client, the client shall also indemnify and hold MS harmless and support MS in the defense against any third-party claims. Should MS receive a notification that the data provided by the Customer infringes the intellectual property rights of third parties, MS reserves the right to immediately suspend the Metasoul software provided by MS to the Customer and to take appropriate measures.

Scope of the client's inspection obligations. The client must carry out the legal checks himself or have them carried out by an appropriately trained legal expert to ensure that the services of MS meet all legal requirements of the client, in particular with regard to administrative, criminal, competition, trademark, design protection, copyright, personality and data protection law.

Rights to the services. In principle, MS or the licensors of MS are entitled to all rights to the agreed services. The client is granted the right to use the services after full payment of the agreed fee to the extent agreed with MS or predefined by the licensors. In the event that the scope of the license has not been agreed, this shall include non-exclusive use for the client's own use within the client's company, without the right to sublicense or pass on to third parties (or affiliated companies), whereby the right to edit is limited to the minimum required by law. In the case of additional functions and additional modules created individually for the Customer, which are related to the Metasoul software provided by MS, the Customer shall receive a non-exclusive right to use the service for his own use in the Customer's company during the term of the contract.

Third party rights. The client is aware that the services of MS are often based on works or services of third parties with different license conditions. The client must comply with these license conditions of services or works of third parties which are part of the services or works of MS.

Open Source. Insofar as the services of MS are based on open source licenses, which require that works based on them are also open source, MS is entitled to publish the works created for the client as open source without further inquiry.

Right to the end product. The client shall only have a right to use the service in the agreed form as a final product, but not to receive the bases, work aids, interim results, etc. necessary for the creation of the services. If this has not been agreed, MS shall also have no obligation to retain these bases, work aids, interim results etc. after completion of the work.

Right of control. MS is entitled to monitor compliance with the terms of use by means of technical measures.

Monitoring by means of technical measures is permitted on an ongoing basis. MS is entitled to transmit the data required to monitor compliance with the license, such as device data, user names or login data, to an MS monitoring system.

MS is obliged to maintain strict confidentiality in all cases. MS is not entitled to use the data for other purposes and is obliged to delete the data immediately after the license check, but at the latest after one week.

Reference. In the case of contracts with entrepreneurs, MS is entitled to refer to MS and, if applicable, to another author on all services provided by MS for the client and, subject to written revocation possible at any time, to use data such as the name and logo of the client, project description, project illustrations and the like as a reference or as a reference to the business relationship with the client within the framework of MS's own advertising material, without the client being entitled to any remuneration for this.

Service level

Standard service level. This Service Level Agreement defines the standard service level of MS. Insofar as no additional service and maintenance services or similar have been agreed, these are not owed.

Training/consulting. This service level agreement does not cover the provision of training, i.e. more extensive or recurring explanations due to knowledge deficits on the part of the client, or individual consulting. However, these can be ordered separately from MS for a fee.

Third party applications/third party products. MS does not offer support and/or consulting services for third-party applications, e.g. integrated third-party products.

Communication and support

Help pages/FAQ. MS offers solutions to frequently asked questions about the Metasoul software provided by MS by e-mail to info@metasoul.com. The Customer is obliged to use this form of support, especially for questions regarding installation, function and operation, before using other support options.

Communication. Communication with MS takes place exclusively via info@metasoul.com or contact functions provided in Metasoul.

Service times. The service hours of MS are Monday to Thursday from 8.00 to 17.00 (CET) and on Fridays from 08.00 to 12.00 (CET) (excluding public holidays in Austria).

Languages. Communication with MS can take place in both German and English.

Monitoring and analysis

Monitoring and analysis. MS uses monitoring and analysis systems that process data on the use of the Metasoul software provided by MS for the purpose of ensuring availability, security and performance, error analysis and further development. This data is not used for any other purpose.

Further development and updates

Further development. The Metasoul software provided by MS and the underlying infrastructure are subject to continuous technical and content-related development. MS is entitled to introduce new functions, formats and content as well as to change or discontinue existing functions, formats and content. MS will inform the client of any significant change or discontinuation of the service offer at the earliest possible time. Individual adaptations for individual clients are possible after consultation with and approval by MS, provided that the client bears the development costs and the additional infrastructure costs. Insofar as suggestions from the Customer are taken up and implemented as part of the further development of the Metasoul software provided by MS, the Customer transfers any associated rights of the Customer comprehensively, but not exclusively, to MS so that MS can make the result available to all customers.

Updates. Insofar as MS equips existing modules with new or modified functions that become part of a newer version of Metasoul, the Customer shall be entitled to additional use of these functions at no additional cost.

Upgrades. Insofar as MS develops new modules for the Metasoul software provided by MS, MS is entitled, at its own discretion, to offer these modules as a free or chargeable additional option.

System requirements. As part of the further development and introduction of new functions and modules, it is possible that the system requirements for the use of MS services may change due to technical requirements. If necessary, the client can request these changes by emailing überinfo@metasoul.com.

Maintenance

Maintenance intervals. Maintenance intervals are required for regular scheduled and unscheduled maintenance work on the systems of MS and its suppliers, which are necessary to ensure ongoing operation and to carry out updates or improvements. Updates by MS do not take place at regularly recurring or fixed maintenance intervals.

Information and deployment. MS will inform the customer as soon as possible about the planned system maintenance, indicating the expected duration of the service interruption and the time at which it will take place.

MS will also indicate the estimated time of the service outage and the approximate time at which this outage will occur.

System maintenance and update tasks that do not require a service interruption can be carried out at any time, as they do not affect the availability and use of the system by the client.

Extraordinary maintenance. In urgent cases (troubleshooting, prevention of acutely threatening attacks, etc.), porting by MS is also possible without prior notification of the client.

Troubleshooting and reporting

Error classes. The parties agree on the error classes listed below for the classification of errors and programming:

• Class 1. Use of the Metasoul software is not possible or is unreasonably restricted. The error has a serious impact on essential functions and/or the security of the software; the service can no longer be used.
• Class 2. The appropriate use of the Metasoul software is seriously restricted. The error has a significant impact on the functions and/or security of the Metasoul software, but allows further use of the service provided.
• Class 3. The appropriate use of the Metasoul software is slightly restricted. The error has an insignificant impact on the functionality and/or security of the Metasoul software and allows further use of the software with only minor restrictions.
• Class 4. The Metasoul software can be used for its intended purpose without restriction. The error has no or only insignificant influence on the functionality and/or security of the Metasoul software. The use of the Metasoul software remains possible without restriction

Reporting. If the Client discovers faulty behavior, this must be reported to the Contractor immediately. info@metasoul.com or the communication channels provided in Metasoul.

The Contractor's report must contain a description of the problem, including the operating system including version and model name of the device, the time at which the error occurred, the components affected, the general conditions, the economic impact and, if possible, a screenshot and/or a video of the error.

Response and rectification time. A period of one working day for class 1 errors, 2 working days for class 2 errors, 5 working days for class 3 errors and 3 months for class 4 errors shall be deemed a reasonable response time until the start of troubleshooting or damage processing. The times refer to the service times of MS at the time of conclusion of the contract or to service times modified by mutual agreement at a later date. The troubleshooting or damage processing must be carried out using resources appropriate to the error class and enabling rapid processing and must be continued after the start of troubleshooting or damage processing without unnecessary delay until completion.

Uptime

Availability. MS guarantees an availability of the „Metasoul“ software of 99.0%, based on the calendar year minus the times of permissible interruptions.

Permissible interruption. Times during which the Software is interrupted for scheduled maintenance and times during which the Software is unavailable due to circumstances beyond MS's reasonable control shall be deemed to be permissible interruptions (unless caused by MS's gross negligence or willful misconduct) and therefore times during which the Software is available.

Planned maintenance work is announced to the client in advance, is generally only of short duration and is carried out outside normal office hours wherever possible.

Outside MS's reasonable control are in particular: acts of God, acts of government, floods, fires, earthquakes, civil disturbances, acts of terrorism, strikes or other labor disputes, attacks, failures or delays in telecommunications, Internet service provider or hosting facilities related to hardware, software or power systems not owned by MS.

Inadmissible interruptions. All other interruptions are not permitted and therefore count as times during which the software is not available.

Underruns. The calculation basis is therefore the calendar year minus the times of permissible interruptions. If the software is available for less than 99.0 % of this time, then the guaranteed uptime is undercut.

In the event that the actual uptime percentage falls below the guaranteed uptime percentage, the client is entitled to demand a credit note for double the percentage amount of the actual shortfall. This percentage will be deducted from the monthly basic fee.

Monitoring the infrastructure

Monitoring. MS has set up its own monitoring system to monitor the services. The monitoring system sends 24/7 notifications to MS administrators in the event of important infrastructure messages. MS makes every effort to rectify any outages immediately.

Other safety precautions. In order to protect the systems of MS as well as the stored data records from unauthorized access by third parties in the best possible way, MS takes appropriate precautions, which the client can request by e-mail to info@metasoul.com if required.

Quality assurance

Cross-browser compatibility. MS is aiming for compatibility with Chrome browser versions.

Loyalty obligations & non-solicitation

Fiduciary duties. The contracting parties are obliged to promote the reputation of the other contracting party and, in particular, not to criticize the other contracting party vis-à-vis third parties. This obligation shall apply perpetually beyond the end of the contract.

Non-solicitation clause. In the case of contracts with entrepreneurs, the client undertakes not to entice employees away from MS. This obligation applies for three years after the end of the contract. In the event of a breach of these obligations, the client shall pay a contractual penalty in the amount of the gross annual salary of the poached employee.

Remuneration

Prices. All prices are ex MS's registered office or place of business in euros plus VAT.

Billing mode. The service will only be provided after full payment has been received.

Billing according to flat rate. In the case of invoicing in the form of a lump sum, this covers all services that are necessary for the execution of the agreed services. Excluded are the costs of unforeseeable events, additional costs due to non-contractual cooperation by the client and additional costs due to hidden defects in services provided.

Billing according to expenditure. In the case of billing on a time and material basis, billing is based on actual expenditure. Invoicing on a time and material basis is deemed to exist if the anticipated expenditure is stated as approximate, probable or estimated.

Additional services. All services provided by MS that are not expressly covered by the agreed fee, in particular additional services agreed at a later date, shall be remunerated separately.

Partial services. In addition, MS is entitled to charge for partial services. In any case, the individual items of the service description shall be deemed to be partial services.

Advance on costs. In addition, MS is entitled to demand advance payments in advance to cover its own expenses in the full amount of the next partial services to be provided in the case of new customers, in the case of the invoicing of agreed third-party services and in the case of the appearance of economic problems, in the case of a delay in payment in the past and in the case of the appearance of the client's unwillingness to pay.

Credits in the event that the guaranteed availability is not met. If the client wishes to receive a credit note in the event that the guaranteed availability is not met, he must inform MS of this within 60 days of becoming aware of the failure to meet the guaranteed operating time, otherwise the claim shall lapse. info@metasoul.com and to declare offsetting against the next invoice. Any other use of the credit note is excluded.

Price adjustment. In the case of contracts for an indefinite period and contracts with automatic renewal of the contract term, MS is entitled to make an appropriate annual price adjustment on the basis of the consumer price index published monthly by Statistics Austria or an index replacing it. The index figure calculated for the respective month prior to the month in which the contract is concluded shall serve as the reference value for this contract. Downward fluctuations in the index figure are not taken into account for contracts with entrepreneurs. Prices shall be adjusted at the end of each calendar year. MS is also otherwise entitled to make an appropriate price adjustment after conclusion of the contract if the costs of the services increase by more than 3% without this being within the control of MS. The cost increase must be proven by MS, the lack of possibility of influence must be made credible. If the reverse conditions are met, the client is entitled to a reduction in the fee.

Unjustified resignation. In the event that the client withdraws from the order in whole or in part without gross negligence or willful misconduct on the part of MS, MS shall still be entitled to the agreed fee. In this case, MS shall only be entitled to offset savings from purchases not yet made. The same applies if MS withdraws from the contract for an important reason within the sphere of the client.

Payment

Due date. Invoices from MS are due without any deductions from the invoice date. The service shall only be provided after full payment has been made.

Payability. Invoices from MS must be paid within 7 days of receipt of the invoice.

Payability for online transactions. In the case of online transactions, MS invoices must be paid when the order is placed.

Bank transfer. In principle, payment must be made by bank transfer to the bank account. Cash payment is excluded.

Other payment methods. The client is also entitled to use all other means of payment offered by MS. The debit is made at the time of payment by the client.

Agreed external services. MS is entitled, at its own discretion, to commission the external service in its own name or in the name of the client as well as for its own account or for the account of the client. If MS concludes the contract in its own name and/or for its own account, this is done exclusively in the interest of the client for the purpose of simplified contract and payment processing.

Prohibition of offsetting and retention. The client is not entitled to offset its own claims against claims of MS, even in the case of related claims, unless the client's claim has been recognized in writing by MS or established by a court. A right of retention in favor of the client is excluded.

Default of payment. In the event of late payment, the statutory interest applicable between entrepreneurs, but at least 9 % per annum, shall be payable for contracts with entrepreneurs. The client shall bear all costs and expenses associated with the collection of the claim, such as in particular collection charges or other costs necessary for appropriate legal action.

Continued default in payment. After an unsuccessful reminder from the client, setting a grace period of at least 7 days, MS is entitled to immediately invoice and demand payment for all services and partial services already rendered, including those under other contracts concluded with the client, and to temporarily suspend the provision of unpaid services until all outstanding fees have been paid in full. After a further unsuccessful reminder directly to the client's management and setting a grace period of at least 7 days, MS is entitled to withdraw from all contracts and to demand compensation for lost profits. This also entitles MS not to perform or discontinue services that have already been paid for. Irrespective of these options, MS can of course also file a lawsuit in court immediately after the due date has expired.

Payment by installments. Insofar as MS and the client conclude an installment payment agreement, the loss of a deadline shall be deemed agreed in the event that even one installment is not paid on time.

Responsibility of the client

Use of content and documents. The Customer is prohibited from using content or documents provided by MS or generated by Metasoul without an active license (subscription/subscription/add-on) or written permission from MS or from exploiting or passing on content for commercial use.

Liability for content and documents generated by Metasoul. The Client is solely responsible for all content and documents generated, distributed or processed through its use of the Service and is fully liable to third parties and MS.

Additional conditions for partners and resellers.

For clients who use the service as part of a partnership or as a reseller, the agreed terms and conditions for partners and resellers, which can be found at https://metasoul.com/wiederverkaeufer-vereinbarung/ are available.

Liability

Classic contract for work. In the case of traditional work services, MS is liable for the achievement of the target.

Purchase of resources. In the case of the mere purchase of resources such as working time, the client is responsible for achieving the target. MS is only liable for the execution of the specifically commissioned detailed services in accordance with the order.

Interventions by the client. If the client interferes with the services of MS without authorization in a manner not agreed upon or makes undocumented changes or changes that are no longer easily traceable for MS, the client shall be liable for the resulting additional expenses incurred by MS, e.g. for completion, inspection, documentation, defect detection, defect allocation, defect rectification.

Obligation to give notice of defects. After requesting an interim acceptance by MS, after handover and after the start of live operation, the client must accept („approve“) the services handed over or to be accepted in writing within 8 days at the latest or report any defects or damage in writing.

In the event of an interim acceptance, further work by MS can only take place after the interim acceptance / „release“ has taken place. In the event of late acceptance or notification of defects, the services shall automatically be deemed to have been accepted by the client. Hidden defects or damage that only occur after the expiry of 8 days, but within open guarantee, warranty or compensation periods, must also be reported by the client within 8 days of their discovery.

The obligation to give notice of defects applies to all defects or damage that the client should have recognized with the diligence of a prudent contractor with appropriate inspection. Due to the particular importance of interim acceptances for the avoidance of defects, which then continue through all further performance steps, the inspection must correspond to a final, detailed and particularly careful inspection.

On handover, the inspection must correspond to an initial but nevertheless precise inspection. At the start of live operation, the inspection must again be a final, detailed and particularly careful inspection due to the particular importance of the start of live operation to prevent damage during operation.

The client's complaint must describe the defect or damage in detail and in a comprehensible manner. In the case of defects or damage that do not occur continuously, the exact times and conditions of the occurrence of the defects or damage must be stated. The client must enable MS to take all necessary measures to investigate and rectify the defects or damage.

If the client fails to give notice of defects in good time, the assertion of guarantee, warranty and compensation claims as well as claims based on other liability regulations, in particular recourse claims, by the client shall be excluded.

Guarantee. If parts of the Contractor's services are covered by a guarantee granted by a third party, this guarantee must be claimed directly from the third party (e.g. manufacturer's guarantee). In the case of a guarantee promise by MS, the period for asserting the guarantee claim shall commence upon handover. The warranty claim shall expire six months after the client becomes aware of the occurrence of the warranty claim, but at the latest upon expiry of the warranty period. If the guarantee promise does not specify the content of the guarantee, MS shall be liable for the usually assumed characteristics.

Warranty. In the case of services concluded on the basis of this SAAS contract, the client has a right to rectification of defects in accordance with the service level implemented in this contract.

For services which were not concluded on the basis of this SAAS contract or for services which MS provides for the client after termination of this SAAS contract, the right to warranty and the right to warranty recourse is limited to six months from handover.

The client shall have the right to improvement or replacement or, in the case of minor defects, to a price reduction or, in the case of major defects, to rescission at MS's discretion. The rectification of the defect shall not extend the warranty period, nor shall it begin to run anew for the part of the service affected by the rectification of the defect.

Obligation to update. The obligation to update pursuant to § 7 VGG is excluded.

Error, shortening by more than half. The right of rescission due to error and due to reduction by more than half is excluded.

Compensation and other claims. Claims for damages and claims based on other liability regulations, in particular recourse claims, by the client are excluded unless they are based on blatant gross negligence or intent.

Such claims expire six months after knowledge of the damage and the injuring party, but in any case after three years from the act of infringement.

Excluded from this exclusion of liability are claims based on personal injury and other non-dispositive liability provisions.

Protective effect in favor of third parties. It is expressly agreed that this agreement does not have any protective effect in favor of third parties.

Liability in the event of non-compliance with the guaranteed operating time. Liability in the event of non-compliance with the guaranteed operating time is limited to the issue of the credit note in the agreed form and amount in the case of contracts with entrepreneurs, unless this is based on intent or blatant gross negligence.

Liability for agreed third-party services. Those third parties who provide the agreed third-party services are not vicarious agents of MS in contracts with entrepreneurs, are not active in the pursuit of MS's interests and are therefore not included in MS's scope of risk.

For the agreed third-party services themselves, but not for the professional commissioning, coordination and processing thereof, any fault-based liability of MS in contracts with entrepreneurs is therefore additionally reduced to fault in selection and any strict liability of MS is excluded.

If, in the case of contracts with entrepreneurs, the external services are used on the instructions of the client, i.e. selected by the client, then any liability on the part of MS is excluded.

Liability for the integration of third-party services by the client. MS shall not be liable for third-party services integrated by the client.

However, if MS is informed of the illegality of these third-party services, MS is entitled and legally obliged to deactivate or delete these third-party services or to terminate the contract with the client for good cause.

The client shall indemnify and hold MS harmless in this respect for contracts with entrepreneurs.

Liability for the use of third-party services and components. Insofar as MS relies on third-party services and components in contracts with entrepreneurs as agreed, any strict liability of MS for the services and components of these third parties is excluded and any fault-based liability is additionally reduced to fault in selection.

Liability for the integration of services, products, data and rights by the client. MS shall not be liable for components, interfaces, data, rights or other services or products of the client or third parties that are processed or integrated by the client.

However, if MS is informed of the illegality of the components, interfaces, data, rights or other services or products of the client or third parties, MS is entitled and legally obliged to deactivate or delete these components, interfaces, data, rights or other services or products of the client or third parties or to terminate the contract with the client for good cause.

The client shall indemnify and hold MS harmless in this respect.

Liability for free services. Insofar as MS provides services or parts of services free of charge, any liability for these parts of services is excluded for contracts with entrepreneurs.

Burden of proof. A reversal of the burden of proof to the detriment of MS is excluded. In particular, the existence of the defect at the time of delivery, the time of discovery of the defect, the timeliness of the notice of defect and the existence and degree of fault must be proven by the client.

grace period. In the event that the contract is not fulfilled as agreed, the client shall only be entitled to assert claims if it has granted MS a reasonable grace period of at least fourteen days in writing. This also applies to the termination of the contract for good cause.

Withdrawal from the contract. Withdrawal from the contract by the client must be declared in writing by registered letter.

Final provisions

Applicable law. All legal relationships and circumstances between the client and MS shall be governed exclusively by Austrian law to the exclusion of international conflict of law rules.

Place of jurisdiction. The place of jurisdiction for all disputes between MS and the client shall be the competent Austrian court for Salzburg. However, MS shall also be entitled to take legal action at the general place of jurisdiction of MS and the client.

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.