• General
• Scope of Application
• Contract agreement
• Scope of services, order processing, and client’s obligations to cooperate
• Service-Level
  • Communication and Support
  • Monitoring and Analysis
  • Development and Updates
  • Maintenance
  • Error Correction and Reporting
  • Uptime
  • Infrastructure Monitoring
  • Quality Assurance
• Duties of Loyalty & Non-Solicitation
• Remuneration
• Payment
• Client’s Responsibility
• Liability
• Final Provisions

General

SaaS contract. This contract is concluded with Metasoul GmbH, Urstein Süd 15, 5412 Puch bei Hallein, Austria, hereinafter referred to as “MS,” and regulates 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 to fulfill data protection obligations.

SaaS – Software as a Service. The Metasoul software is operated as 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.

Scope of Application

Contractual basis. MS enters into contracts and provides services exclusively on the basis of written offers prepared by MS, as well as the then-current version of any descriptions of services (e.g., individual documents or general brochures) and price lists included in the offer, and this SaaS Agreement.

The descriptions of services, price lists, and this SaaS Agreement, to the extent that they are not project-specific (e.g., individual documents), shall apply to all legal relationships between MS and the Client. Accordingly, from the first conclusion of a contract, they shall automatically form the basis of all subsequent contracts between MS and the respective Client in their most current version, even if such price lists, product descriptions, and the SaaS Agreement are not expressly referenced again.

The data processing agreement (DPA) available and valid in its then-current version under https://metasoul.com/en/data-processing-agreement/ shall only apply if, from a data protection law perspective, a data processing relationship exists.

Future Amendments. Amendments to the descriptions of services, price lists, and the SaaS Agreement by MS shall be communicated to the Client in writing and shall be deemed agreed unless the Client objects within two weeks. From the effective date of the new agreement, the amendments to the SaaS Agreement shall also apply to all other ongoing contracts.

Supplementary agreements. All forms of supplementary agreements, both prior to conclusion of the contract and during the term of the contract, must be in writing to be valid. This also applies to any deviation from the requirement for written form.

Contractual Components from the Client. Requirements regarding the scope of services provided by the Client shall only become part of the contract if they are integrated into the offer by MS or expressly accepted by MS, for example, by reference. Legal elements such as general terms and conditions or contractual clauses provided by the Client shall only be effective if MS expressly accepts them with a specific note (e.g., “GTC accepted”). Otherwise, MS expressly objects to the inclusion of such legal elements. The mere acceptance of service-related requirements by MS does not constitute acceptance of the Client’s legal texts, even if such requirements contain legal elements (e.g., “Our GTC 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 specified. The more specific components therefore automatically supersede the more general components of the contract. In the event of contradictions between MS contract elements and the client’s contract elements, all MS contract elements shall take precedence.

Procedure in case of invalidity. 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 meaning and purpose of the invalid provision.

Contract agreement

Offer by MS. Offers by 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 store, or webshop, are always non-binding and subject to change.

Offer by the Client. If the Client places an order based on an offer or unsolicited, i.e., without a prior offer from MS (e.g., for additional orders in ongoing business relationships), the Client is bound to the order for two weeks from its receipt by MS.

Acceptance by MS. The contract is only concluded upon acceptance of the order by MS. Acceptance must generally be in writing, e.g., by order confirmation, unless MS indicates acceptance by commencing performance in a manner apparent to the Client. Mere confirmation of receipt of the order does not constitute acceptance.

Receipt. If electronic communication means or an electronic order management system accessible to both parties are used for submitting offers and acceptances, statements made on working days (Monday to Friday, excluding Austrian public holidays) between 8:00 and 16:00 (CET) are deemed received on the same day; statements made outside these times are deemed received at 8:00 on the next working day.

Information for Contract Conclusion. The information obligations of MS pursuant to § 9 (1) nos. 1-4 of the Austrian E-Commerce Act (ECG) are waived for business clients.

Scope of services, order processing, and client’s obligations to cooperate

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

Scope of Services. The scope of services to be provided is determined by the written service description of MS resulting from all contractual components. Information from other sources (e.g., presentation materials or website content) not included in the offer is not part of the service description. The Client is obliged to check the service description for conformity with its requirements and completeness. After placing the order, changes to the service description are only possible by mutual agreement and may result in changes to prices, deadlines, and dates.

Proper Performance. Unless otherwise specified in the written service description, MS owes proper performance according to the state of the art at the time of the offer. Within the framework of the written service description, MS has discretion in the execution of services where several proper options exist.

Interchangeable Services. If consistent with the objectives of the order, MS is entitled, in contracts with business clients, to deviate from the service description and replace services with other equivalent services.

Third-Party Services / Third Party Products. If consistent with the objectives of the order, MS is entitled, in contracts with business clients, to deviate from the service description and replace services with other equivalent services.

Agreed Third-Party Services / Third Party Products. If MS’s services contractually include specific components, interfaces, data, rights, or other services or products of third parties, these constitute agreed Third-Party Services / Third Party Products. In this case, MS’s contractual obligation is limited to proper commissioning, coordination, and processing, but not to the proper performance of the agreed Third-Party Services / Third Party Products.

Integration of Services, Products, Data, and Rights by the Client. 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 acts solely as a hosting provider for these services, products, data, and rights.

Divisible Services. For divisible services, MS is entitled to make partial deliveries.

Deadlines and Dates. Dates or deadlines specified by MS are non-binding unless expressly designated as binding. Contracts for an indefinite period may be terminated with three months’ notice to the contract year, subject to any minimum term.

Termination of the Contractual Relationship. Upon termination or expiration of the contractual relationship, MS will immediately terminate the Client’s access to the Metasoul software and related services.

Termination for Good Cause. MS is entitled to terminate the contractual relationship with the Client and the Client’s access to the Metasoul software and related services at any time for good cause. Good cause includes, in particular, the following breaches of contract or duties:

• Violation of contracts, policies, and instructions of MS.
• Granting unauthorized third parties access to the Metasoul software or its access credentials.
• Use of the Metasoul software or underlying infrastructure for illegal, unlawful, or unauthorized purposes or in a manner not intended.
• Causing disruptions to the Metasoul software or the underlying infrastructure.
• Misconduct towards MS employees.

Unforeseeable or unavoidable events. Unforeseeable or unavoidable events—especially delays by the Client in fulfilling obligations and unforeseeable and unavoidable delays at MS or its contractors—extend deadlines or postpone dates by the duration of the event plus the time required for necessary organizational measures. MS must notify the Client in writing.

Client’s Duties to Cooperate. The Client must promptly, without request, and in a processable form, provide all information and services necessary for MS to perform its services. This includes, in particular, providing a contact person for contract processing, supplying documents, materials, and facilities, coordinating order details, and accepting (approving) partial and complete services.

If the need for information or services from the Client becomes apparent only during performance, the Client must provide them without delay. The Client must check the suitability, accuracy, and legality of the information and services provided. The Client must also comply with the system requirements for using the Metasoul software provided by MS.

The Client is liable for all damages resulting from defective, delayed, or omitted cooperation, including any additional effort incurred by MS. If MS cannot perform services as agreed due to defective, delayed, or omitted cooperation, MS is entitled, without prejudice to other rights, to suspend performance, insert other services for other clients, and resume performance for the Client only after completion of those services, provided the Client has fulfilled its cooperation duties by then, thereby postponing all deadlines and dates.

If MS is held liable by third parties for legal violations related to information or services provided by the Client, the Client must indemnify and hold MS harmless and assist in defending against third-party claims. If MS receives notice that data provided by the Client infringes third-party intellectual property rights, MS reserves the right to immediately suspend the Metasoul software and take appropriate measures.

Scope of Client’s Duty to Review. The Client must independently ensure that MS’s services meet all legal requirements, especially in administrative, criminal, competition, trademark, design, copyright, personality, and data protection law, or have such review performed by a qualified legal expert.

Rights to the Services. All rights to the agreed services belong to MS or its licensors. The Client receives the right to use the services after full payment of the agreed fee, to the extent agreed with MS or predefined by the licensors.

If the scope of the license is not agreed, it is limited to non-exclusive, non-transferable, non-sublicensable use for the Client’s own business purposes, with the right to modify limited to the legally indispensable minimum.

For custom features and modules created for the Client that relate to the Metasoul software, the Client receives a non-exclusive right to use the service for its own business purposes during the contract term.

Third-Party Rights. The Client acknowledges that MS’s services often build on works or services of third parties with various license conditions. The Client must comply with these license conditions for third-party works or services that are part of MS’s services.

Open Source. If MS’s services are based on open source licenses that require derivative works to also be open source, MS is entitled to publish works created for the Client as open source without further consultation.

Right to the End Product. The Client only has the right to use the service in the agreed form as an end product, not to receive the underlying materials, tools, intermediate results, etc. Unless otherwise agreed, MS is not obliged to retain such materials after completion.

Right of Audit. MS is entitled to monitor compliance with license terms by technical means. Such monitoring is permitted at any time. MS may transmit data necessary for license compliance monitoring, such as device data, usernames, or login data, to an MS monitoring system. MS is obliged to maintain strict confidentiality and may not use the data for other purposes, and must delete the data immediately after the license check, but no later than one week.

Reference. For contracts with business clients, MS is entitled to indicate on all services created for the Client that they were created by MS and, if applicable, another author, and, subject to revocation at any time in writing, to use data such as the Client’s name and logo, project description, project images, etc., as a reference or indication of the business relationship in MS’s own marketing materials, without the Client being entitled to compensation.

Service-Level

Standard-Service-Level. This Service Level Agreement defines the standard service level of MS. Unless additional service and maintenance services are agreed, these are not owed.

Training/Consulting. Training sessions, i.e., extensive or recurring explanations due to knowledge deficits on the part of the Client, or individual consulting, are not covered by this Service Level Agreement. These can be ordered separately from MS for a fee.

Third-Party Applications/Third Party Products. MS does not provide support or consulting services for third-party applications, e.g., integrated third-party products.

Communication and Support

Help Pages/FAQ. MS provides solutions for frequently asked questions about the Metasoul software by email at info@metasoul.com. The Client is obliged to use this form of support, especially for questions about installation, function, and operation, before using other support options.

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

Service Hours. MS’s service hours are Monday to Thursday from 8:00 to 17:00 (CET) and Friday from 8:00 to 12:00 (CET), excluding Austrian public holidays.

Languages. Communication with MS may be conducted in either German or English.

Monitoring and Analysis

Monitoring and Analysis. MS uses monitoring and analysis systems to ensure availability, security, and performance, for error analysis and further development, which process data about the use of the Metasoul software. No further use of this data takes place.

Development and Updates

Development. The Metasoul software and its underlying infrastructure are continuously developed both technically and in content. MS is entitled to introduce new functions, formats, and content, as well as to change or discontinue existing ones. MS will inform the Client of any significant changes or discontinuations as early as possible. Individual adjustments for specific Clients are possible after consultation and approval by MS, provided the Client assumes the development and additional infrastructure costs. If suggestions from the Client are implemented in the further development of Metasoul, the Client transfers any associated rights to MS comprehensively but non-exclusively, so that MS can make the result available to all customers.

Updates. If MS equips existing modules with new or changed functions that become part of a newer version of Metasoul, the Client is entitled to use these functions at no additional cost.

Upgrades. If MS develops new modules for Metasoul, MS may, at its discretion, offer these modules as free or paid add-ons.

System Requirements. As part of ongoing development and the introduction of new functions and modules, technical requirements for using MS’s services may change. The Client may request information about such changes by email at info@metasoul.com.

Maintenance

Maintenance Intervals. Maintenance intervals are required for regular scheduled and unscheduled maintenance work on MS’s systems and its suppliers, necessary to ensure ongoing operations and to perform updates or improvements. Updates by MS do not occur at regular or fixed intervals.

Information and Deployment. MS will inform the Client as soon as possible about planned system maintenance, indicating the expected duration and timing of the service interruption.

System maintenance and update tasks that do not require service interruption may be performed at any time, as they do not affect the availability or use of the system by the Client.

Extraordinary Maintenance. In urgent cases (bug fixes, prevention of imminent attacks, etc.), MS may perform maintenance without prior notice to the Client.

Error Correction and Reporting

Error Classes. The parties agree on the following error classes for classifying errors and programming issues:

• Class 1: Use of Metasoul is impossible or unreasonably restricted. The error has a serious impact on essential functions and/or security; the service cannot be used further.
• Class 2: The practical use of Metasoul is seriously restricted. The error significantly affects functions and/or security but allows continued use.
• Class 3: The practical use of Metasoul is slightly restricted. The error has a minor impact on functionality and/or security and allows continued use with only minor restrictions.
• Class 4: The practical use of Metasoul is possible without restriction. The error has no or only negligible impact on functionality and/or security. Use remains fully possible.

Reporting. If the Client discovers faulty behavior, it must be reported to MS immediately via info@metasoul.com or the communication channels provided in Metasoul. The report must include a problem description, operating system and version, device model, time of occurrence, affected components, circumstances, economic impact, and, if possible, a screenshot and/or video.

Response and Resolution Time. The following response times apply: one working day for Class 1 errors, two working days for Class 2, five working days for Class 3, and three months for Class 4. Times refer to MS’s service hours at contract conclusion or as later amended by agreement. Error correction must proceed without undue delay after commencement.

Uptime

Availability. MS guarantees 99.0% availability of the Metasoul software per calendar year, excluding permissible interruptions.

Permissible Interruptions. Times when the software is unavailable due to planned maintenance or circumstances beyond MS’s reasonable control (unless caused by gross negligence or intent by MS) are considered permissible interruptions and thus as times when the software is deemed available. Planned maintenance will be announced in advance, is usually brief, and will be scheduled outside normal business hours where possible.

Circumstances beyond MS’s reasonable control include, in particular: force majeure, government actions, floods, fires, earthquakes, civil unrest, terrorist acts, strikes or other labor disputes, attacks, failures or delays in telecommunications, internet service providers, or hosting facilities related to hardware, software, or power systems not owned by MS.

Impermissible Interruptions. All other interruptions are impermissible and count as times when the software is unavailable.

Shortfalls. The calculation basis is the calendar year minus permissible interruptions. If the software is available less than 99.0% of this time, the guaranteed uptime is not met. If actual uptime falls below the guaranteed percentage, the Client is entitled to a credit of twice the percentage shortfall, deducted from the monthly base fee.

Infrastructure Monitoring

Monitoring. MS has its own monitoring system for service performance. Monitoring sends 24/7 notifications to MS administrators for important infrastructure messages. MS strives to resolve outages promptly.

Other Security Measures. To best protect MS’s systems and stored data from unauthorized third-party access, MS takes reasonable precautions, which the Client may request by email at info@metasoul.com.

Quality Assurance

Cross-Browser Compatibility. MS aims for compatibility with Chrome browser versions.

Duties of Loyalty & Non-Solicitation

Duties of Loyalty. The contracting parties are obliged to promote each other’s reputation and, in particular, not to criticize the other party to third parties. This obligation continues indefinitely beyond any contract termination.

Non-Solicitation. The Client undertakes, in contracts with business clients, not to poach MS employees. This obligation applies for three years after any contract termination. In case of breach, the Client must pay a contractual penalty equal to the gross annual salary of the poached employee.

Remuneration

Prices. All prices are ex works or place of business of MS in euros plus VAT.

Billing Mode. Services are generally provided only after full payment.

Flat-Rate Billing. If billed as a flat rate, this covers all services necessary for performance. Excluded are costs of unforeseeable events, additional costs due to non-contractual cooperation by the Client, and additional costs due to hidden defects in provided services.

Time-Based Billing. If billed on a time basis, billing is according to actual effort. Time-based billing applies if the estimated effort is stated as approximate, expected, or estimated.

Additional Services. All services not expressly covered by the agreed fee, especially subsequently agreed additional services, are billed separately.

Partial Services. MS is entitled to invoice partial services. Each item in the service description is considered a partial service.

Advance Payment. MS is entitled to require advance payment for new clients, for agreed third-party services, in case of apparent financial problems, previous payment delays, or apparent unwillingness to pay, up to the full amount of the next partial service.

Credits for Uptime Shortfall. If the Client wishes a credit for uptime shortfall, it must request this within 60 days of becoming aware of the shortfall via info@metasoul.com and declare offsetting with the next invoice. Other uses of the credit are excluded.

Price Adjustment. For contracts of indefinite duration or with automatic renewal, MS may annually adjust prices based on the Austrian Consumer Price Index or a successor index. The reference value is the index for the month before contract conclusion. Downward fluctuations are disregarded for business clients. Adjustments occur at year-end. MS may also adjust prices if costs increase by more than 3% for reasons beyond MS’s control, which MS must substantiate. Conversely, the Client is entitled to a fee reduction if costs decrease accordingly.

Unjustified Withdrawal. If the Client withdraws from the order without gross negligence or intent by MS, MS is still entitled to the agreed fee, less savings from unpurchased items. The same applies if MS withdraws for reasons attributable to the Client.

Payment

Due Date. MS invoices are due without deduction from the invoice date. Services are generally provided only after full payment.

Payment Period. MS invoices must be paid within 7 days of receipt.

Online Transactions. For online transactions, MS invoices are payable upon order.

Bank Transfer. Payment must be made by bank transfer. Cash payment is excluded.

Other Payment Methods. The Client may use other payment methods offered by MS. Charges are made at the time of payment by the Client.

Agreed Third-Party Services. MS may commission third-party services in its own name or in the Client’s name, and on its own or the Client’s account. If MS contracts in its own name and/or on its own account, this is solely for the Client’s benefit to simplify contract and payment processing.

Prohibition of Set-Off and Retention. The Client is not entitled to set off its claims against MS’s claims, even if related, unless acknowledged in writing by MS or established by court. The Client has no right of retention.

Default in Payment. In case of late payment, business clients must pay statutory interest between businesses, at least 9% per annum. The Client bears all costs and expenses associated with collection, including collection agency fees and other necessary legal costs.

Continued Default. After unsuccessful reminder and a grace period of at least 7 days, MS may immediately invoice and make due all services and partial services already provided under other contracts with the Client and suspend further services until all outstanding fees are paid. After another unsuccessful reminder to the Client’s management and another grace period of at least 7 days, MS may withdraw from all contracts and claim lost profits. MS may also refuse to perform already paid services. MS may also file a lawsuit immediately after the due date.

Installment Payment. If MS and the Client agree on installment payments, default on any installment results in loss of term for all installments.

Client’s Responsibility

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

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

Additional Terms for Partners and Resellers. For Clients using the service as partners or resellers, the separately agreed terms for partners and resellers available under https://metasoul.com/en/reseller-agreement/ apply.

Liability

Classic Contract for Work. For classic work contracts, MS is liable for achieving the objective.

Procurement of Resources. For mere procurement of resources such as working time, the Client is responsible for achieving the objective. MS is only liable for proper performance of the specifically commissioned tasks.

Intervention by the Client. If the Client intervenes in MS’s services in an unauthorized manner or makes undocumented or hard-to-trace changes, the Client is liable for the resulting additional effort by MS, e.g., for completion, review, documentation, defect identification, allocation, and rectification.

Obligation to Inspect and Notify Defects. After a request for interim acceptance by MS, after delivery, and after going live, the Client must accept (approve) the delivered or to-be-accepted services in writing within 8 days or report any defects or damages in writing. For interim acceptance, MS may only continue work after approval. If acceptance or notification is not timely, services are deemed accepted. Hidden defects or damages occurring after 8 days but within warranty or limitation periods must also be reported within 8 days of discovery. The Client must describe defects or damages in detail and allow MS all necessary measures for investigation and rectification. Failure to timely notify defects excludes warranty, guarantee, and damage claims.

Warranty. If parts of the service are covered by a third-party warranty, claims must be made directly to the third party (e.g., manufacturer’s warranty). For warranties by MS, the period begins upon delivery and expires six months after the Client becomes aware of the warranty event, but no later than the warranty period. If the warranty content is unclear, MS is liable for the usual characteristics.

Guarantee. For services under this SaaS Agreement, the Client has the right to defect rectification as per the Service Level. For services not under this SaaS Agreement or provided after its termination, warranty and recourse rights are limited to six months from delivery. The Client may choose improvement or replacement, or, for minor defects, price reduction, or for major defects, rescission, at MS’s discretion. Rectification does not extend or restart the warranty period.

Update Obligation. The update obligation under § 7 VGG is excluded.

Mistake, Lesion Beyond Moiety. The right to contest for mistake or lesion beyond moiety is excluded.

Damages and Other Claims. Claims for damages and other liability, especially recourse, are excluded unless based on gross negligence or intent. Such claims expire six months after knowledge of the damage and injuring party, and in any case after three years from the act. Claims for personal injury and non-waivable liability are excepted.

No Third-Party Protection. This contract does not confer protection to third parties.

Liability for Uptime Shortfall. For business clients, liability for uptime shortfall is limited to the agreed credit, unless caused by intent or gross negligence.

Liability for Agreed Third-Party Services. Third parties providing agreed third-party services are not vicarious agents of MS and are not acting in MS’s interest or risk area. For such services, MS’s liability is limited to selection fault, and strict liability is excluded. If third-party services are used at the Client’s instruction, MS has no liability.

Liability for Integration of Third-Party Services by the Client. MS is not liable for third-party services integrated by the Client. If MS is informed of their illegality, MS may deactivate or delete them or terminate the contract for good cause. The Client must indemnify MS.

Liability for Use of Third-Party Services and Components. If MS uses third-party services or components by agreement, strict liability is excluded and liability is limited to selection fault.

Liability for Integration of Services, Products, Data, and Rights by the Client. MS is not liable for components, interfaces, data, rights, or other services or products of the Client or third parties processed or integrated by the Client. If MS is informed of their illegality, MS may deactivate or delete them or terminate the contract for good cause. The Client must indemnify MS.

Liability for Free Services. For free services or parts thereof, MS’s liability is excluded for business clients.

Burden of Proof. Reversal of the burden of proof to MS’s disadvantage is excluded. The Client must prove the existence of defects at delivery, the time of discovery, timely notification, and the existence and degree of fault.

Grace Period. In case of non-performance, the Client may only assert claims after granting MS a reasonable grace period of at least 14 days in writing. This also applies to termination for good cause.

Contract Termination. Termination by the Client must be declared in writing by registered letter.

Final Provisions

Applicable Law. All legal relationships and matters between the Client and MS are governed exclusively by Austrian law, excluding international conflict of law rules.

Jurisdiction. The competent Austrian court in Salzburg is agreed as the place of jurisdiction for all disputes between MS and the Client. However, MS is also entitled to sue at its own general place of jurisdiction or that of the Client.

Severability Clause. Should any 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 most closely reflects the economic intent.