1. Scope
1.1.These terms apply to IT, software, hosting, implementation, operation, support and related services provided by Kais Solutions to businesses.
1.2.Deviating terms of the client only apply if Kais Solutions expressly agrees to them in text form.
1.3.Individual agreements in the specific contract take precedence over these terms.
2. Scope of services
2.1.The specific scope of services results from the contract, quote, service description, SLA and expressly agreed annexes.
2.2.Features, interfaces, custom developments, data cleansing or other additional services that have not been expressly agreed are not owed.
3. Cooperation and third parties
3.1.The client provides the necessary information and data completely and on time and cooperates appropriately in implementation, operation and error analysis.
3.2.Kais Solutions may engage suitable third parties. Data protection requirements for sub-processors remain unaffected.
3.3.The client ensures that user accounts and access credentials are only used by authorised persons, are adequately protected and are adjusted or deactivated without delay when the authorisation ends. Circumventing technical protection measures, misuse or unauthorised sharing of access is not permitted.
3.4.Kais Solutions may use or replace suitable infrastructure and service providers for hosting, storage, email delivery and other technical services, provided the agreed scope of services and the applicable data protection requirements are maintained.
4. Changes and additional orders
4.1.Changes to the agreed scope of services only become binding once both parties have agreed. Effects on deadlines and remuneration must be agreed separately.
4.2.Unless a fixed price has been agreed, additional services may be invoiced at the hourly rates agreed in the specific contract.
5. Provision of software, hosting and updates
5.1.Kais Solutions provides the agreed software for use during the term of the contract.
5.2.Kais Solutions may change technical infrastructure, software components and internal processes, provided the essential functionality owed is not unreasonably impaired.
5.3.Security updates, bug fixes and general enhancements may be applied on an ongoing basis.
6. Availability, maintenance and support
6.1.Availability, maintenance windows, support hours and response times are governed by the respective SLA.
6.2.Availability of 100 % is not owed.
6.3.Feature requests, custom developments and additional services are only part of a support flat fee to the extent expressly agreed.
7. Prices and payment
7.1.Unless stated otherwise, all prices are in euros plus statutory VAT.
7.2.Invoices are payable without deduction within the period agreed in the specific contract.
7.3.In the event of late payment, the statutory default interest for transactions between businesses applies.
7.4.After an unsuccessful reminder and expiry of a grace period provided for in the specific contract, Kais Solutions may temporarily suspend the affected services. A deferral or exception agreed in an individual case does not give rise to a claim to future exceptions.
8. Rights of use
8.1.All rights to SmartShelf and other standard components provided by Kais Solutions remain with Kais Solutions or the respective rights holders.
8.2.The client only receives the rights of use granted in the specific contract. Source code is only handed over if expressly agreed separately.
9. Data and backups
9.1.The business data provided by the client or generated in the course of use remains assigned to the client. Kais Solutions is entitled to process this data to the extent necessary for performing the contract, technical operation, backups and error analysis.
9.2.The client remains responsible for the factual accuracy, completeness and legal admissibility of the content and data it provides.
9.3.Where Kais Solutions performs data backups as part of ongoing operation, these serve technical recovery. They do not replace statutory archiving or any separate retention obligation of the client.
10. Warranty
10.1.In the case of justified defects, rectification generally takes precedence over price reduction or termination of the contract.
10.2.The client enables Kais Solutions to take the measures necessary for investigation and rectification.
10.3.There is no warranty for faults caused by improper use, third-party components that were not agreed, interventions by the client or third parties, or other causes for which Kais Solutions is not responsible.
11. Liability
11.1.To the extent permitted by law, Kais Solutions is only liable for property damage and financial loss in the case of intent or gross negligence. Statutory liability for culpably caused personal injury remains unaffected.
11.2.To the extent permitted by law, liability for indirect damage, consequential damage, loss of profit and business interruption is excluded.
11.3.Mandatory statutory liability provisions remain unaffected.
12. Data protection and confidentiality
12.1.Where Kais Solutions processes personal data on behalf of the client, an agreement pursuant to Art. 28 GDPR is concluded.
12.2.Both parties treat business and trade secrets confidentially. Subcontractors engaged must be bound accordingly.
13. Force majeure
13.1.Events beyond the reasonable control of a party, in particular natural events, war, official measures or large-scale infrastructure and telecommunications outages, do not constitute a culpable breach of contract for as long as their effects last.
14. Term and termination
14.1.The term, minimum term and ordinary notice periods result from the specific contract.
14.2.The right to extraordinary termination for good cause remains unaffected.
14.3.Granted rights of use end when the contract ends. Return and deletion of data are governed by the specific contract and the DPA.
14.4.If individual data preparation, migration or technical assistance beyond the agreed standard export is requested after the contract ends, it may be charged on the basis of time and effort after a separate order.
15. Final provisions
15.1.Austrian law applies, excluding its conflict-of-law rules.
15.2.To the extent permitted by law, the court with subject-matter jurisdiction at the registered place of business of Kais Solutions is agreed as the place of jurisdiction.
15.3.Where the contract or annexes provide for text form, transmission by email is generally sufficient, provided the declaration and its sender can be clearly identified and no stricter form is mandatory.
15.4.The client is only entitled to set off claims against Kais Solutions if they are undisputed or have been finally established by a court. Mandatory statutory rights remain unaffected.
15.5.Should any provision be or become invalid, the validity of the remaining provisions remains unaffected.