Terms of Services

1 General

1.1 Kanbert Software GmbH, Getreidemarkt 1/10 1060 Vienna Austria; FN 553710f ("Provider", "we", "us") provides an ERP software which includes also CRM-functionalities via a web interface an online platform https://www.kanbert.com/ ("Platform"). On our platform, users ("User") can register and use the ERP Software with various management services in the field of project-, accounting-, HR-management and other visualization and generation of leads/opportunities and forecasts from business data. ("Services").

2 Scope of the Terms

2.1 The services offered via the platform are aimed exclusively at commercial users. The user assures that he is an entrepreneur in the sense of § 1 (UGB) or belongs to a company which is to be seen in the sense of §1 (UGB) and is authorized to act on their behalf.

2.2 The use of the Platform is exclusively subject to these Terms. Deviating or conflicting terms and conditions of the User shall not be accepted by the Provider, unless the Provider has expressly agreed to them in writing.

2.3 Annex I (Service Level Agreement) is an integral part of the Terms. Should provisions in the Terms contradict provisions in Annex I (Service Level Agreement) in whole or in part, the specific provisions in Annex I (Service Level Agreement) shall take precedence.

2.4 The Terms only govern the relationship between you as the User and the Provider as the operator of the Platform. The version of these Terms valid at the time of the conclusion of the contract shall apply and can be accessed at https://www.kanbert.com/compliance/terms-of-use. If you do not agree to these Terms, you are not entitled to use this Platform.

2.5 The Provider is entitled to unilaterally amend these Terms and the Services and Pricelist to a reasonable extent, insofar as this is necessary to eliminate equivalence problems that arise subsequently or to adapt to legal or technical changes. The Provider shall inform the User of any amendment and the content of the amended provisions in advance. The amendment shall become part of the contract if the User does not object in writing to its inclusion in the contractual relationship within four weeks of receipt of the notification of amendment. If the User objects to the inclusion in the contractual relationship within this four-week period, the Provider is entitled to terminate the contract without notice.

3 Use of the Platform

3.1 Users may only use the Platform if (i) they are legally competent to enter into these Terms and (ii) expressly agree to these Terms.

3.2 To be able to use all Services of the Platform, a one-time registration is required.

4 Registration

4.1 Users who are interested in our Platform or want to use our Services must be registered. For this purpose, Users need to provide certain valid, correct and up-to-date information such as Company name, Company address, first name, last name, email address, password, payment details.

4.2 Users are responsible for ensuring that the information they provide during registration is accurate, correct and up to date. Due to the potential sensitivity of the data processed on the Platform, users may only register in their own name. It is also prohibited to pass on the password to third parties or to use it by third parties. Users are responsible for keeping their password secure and confidential. We will not be liable for any loss or damage caused by you providing us with inaccurate information or failing to protect your information. In the event of misuse or suspected misuse of your information, you shall notify us at the following email address: support@kanbert.com

4.3 The User must keep his contact details (email address, home address, etc.) up-to-date and correct. If the User does not inform us of a new email address or postal address, communication from us will continue to be sent to the previous email address or postal address. Declarations sent to the previous email address or postal address shall be deemed to have been received by the User if the Provider (i) has not been notified of a change of email address or postal address or (ii) was not aware of such a change due to gross negligence on the part of the User.

5 Services

5.1 A registered User can use the Platform and Services as follows:

The list here is not exhaustive as the functionality of the software is continuously changing. A detailed representation of the functional scope can be viewed under the following link: https://www.kanbert.com/compliance/features

5.1.1 Accounting

5.1.2 Project management

5.1.3 Human resources management

5.1.4 Business management

5.1.5 CRM

More details to our Services can be viewed under following Link: http://www.kanbert.com/compliance/features. Details on Prices can be viewed under following Link: https://www.kanbert.com/preise

Due to any law or company regulation, any function can retire after prior notice within four weeks within the application.

The User is only entitled to use Services that are included within the active subscription of the User. This can vary between users and will change according to the latest subscription that is assigned to the specific User.

6 Suspension of Access

6.1 We may, without prior notice, temporarily suspend access to the Platform, the Users account, and content if we have reasonable grounds to suspect that the User or a third party using the User's account information is in breach of these Terms or of applicable law in connection with the Users use of the Platform or the Services, or if technical circumstances or security issues make it necessary to do so.

6.2 We will notify the User if we have reasonable grounds to suspect a breach of these Terms or applicable law and provide the User with an opportunity to justify and clarify the matter. If the suspicion cannot be dispelled, we are entitled to terminate your subscription and irrevocably deny access to the platform if we consider this appropriate in view of the seriousness of the violation.

7 Term and Termination

7.1 The Terms are entered into for an indefinite period of time. Either party may terminate these Terms by giving one month's notice to the last day of the month. The Provider may terminate the subscription without prior notice for any of the following reasons:

7.1.1 upon any material breach of the Terms by the User;

7.1.2 if the discontinuation of the Platform or the Services, the termination of the subscription is directly or indirectly required by law (eg by statute, regulation or a decision of a competent court or regulatory authority);

7.1.3 if the Platform or the Services is used by the User in material breach of the Terms or in any unlawful manner whatsoever; and

7.1.4 if the suspicion of misuse of the Platform or the Services cannot be dispelled in accordance with Sec 6.1.

8 Right of Use / License

8.1 The User undertakes to use the Platform and the Services only in compliance with the Terms and legal provisions and to refrain from any improper use.

8.2 For the t of the Term the Provider will grant the User a limited, non-exclusive, non-transferable, license to access and use the Platform and Services as described in the Terms. Other than this license, no right, title or interest to any material contained on the Platform will be transferred or assigned to the User.

8.3 The User is exclusively entitled to the rights to the Platform, or the Services granted under the Terms.

The rights to the platform or to the services granted under the Terms of Use shall be vested exclusively in the User or the corresponding organization within the meaning of §1 of the Austrian Commercial Code (UGB).

9 Performance and Maintenance

9.1 Our performance deadlines provided on the Platform are generally non-binding unless we expressly agree otherwise in Annex I (Service Level Agreement).

9.2 We are not responsible for delays in performance due to force majeure or due to unforeseeable events that make performance significantly more difficult or impossible for us, e.g. natural disasters, epidemics, pandemics, accidents, war, terror, traffic or operational disruptions, industrial disputes, official orders and measures. We reserve the right to postpone performance for the duration of the impediment or to withdraw from the contract altogether due to the aforementioned impediments.

9.3 The Provider is entitled to perform maintenance work at any time. During the maintenance window, the platform may not be available or only partially available, which does not constitute a defect of the platform. The activities during the maintenance window will be announced to the User with reasonable advance notice. The user cannot derive any claims against the provider from this. For further details, please refer to our Appendix I (Service Level Agreement).

10 Pricing and Payment

10.1 The Provider offers the User his Services via the Platform for a monthly fee. The detailed scope can be found here http://www.kanbert.com/compliance/features and prices can be found here https://www.kanbert.com/preise.

10.2 If the User has decided to take advantage of the offer of the Provider, the Provider shall send the User a confirmation e-mail with details of the concluded contract, including the price and the included Services.

10.3 Our prices are in Euro and excl. VAT.

10.4 We also reserve the right to change our prices with one months' notice, effective for the following month. Should the User oppose such price change, the current Term will terminate at the end of the next month.

10.5 The User shall make monthly payments within 10 days of receipt of the Provider's invoice. In the case of electronic payment by direct debit, this shall be triggered on the first of each month for the corresponding contract interval. The user is not entitled to make deductions from the invoice amount. Payments shall be deemed made only when the full invoice amount is credited to the Provider's bank account.

10.6 In the event of arrears in payment, the Provider is entitled to charge interest on arrears at the rate of 9% per annum above the current base interest rate announced by the Austrian National Bank. The User shall reimburse the Provider for all expenses, dunning and collection charges, incl the costs of a lawyer, incurred as a result of the User's arrears in payment. If the User is in arrears with payment for more than two months, the Provider may suspend the User's subscription after setting a grace period of another 14 days.

11 No Professional Advice

The Services of the Provider do explicitly not include investment or financial advice, accounting or advisory services of whatsoever nature or any other services that are explicitly the responsibility of a financial advisor, tax advisor, legal advisor, investment banker, auditor, management consultant or accountant ("professional expert"). Use of the Services on the Platform does not constitute an attorney-client relationship of any kind. The Provider expressly points out that the use of the Services in no way replaces the advice of a professional expert. It is the User's sole responsibility to obtain the required support from professional experts properly.

12 Warranty and liability

12.1 We provide the Platform and Services on an "as is" basis without warranty of any kind. The User expressly confirms that the User understands and agrees to the following provisions:

12.1.1 We do not warrant the accuracy, up-to-dateness, completeness or functionality of the data and information displayed on the Platform or generated by the Services.

12.1.2 Content created by third parties or Users themselves or information or data supplied by them are not part of the Service. We do not review this content in any way and are not obliged to do so. We do not assume any liability or responsibility whatsoever for this content.

12.1.3 It is not part of the Services that (i) the Platform will be available, performant, secure, or error-free at all times, or (ii) insignificant errors in the software or the Service will be corrected. We therefore exclude any warranty in this respect, unless expressly stated otherwise in Annex I (Service Level Agreement).

12.1.4 The obligation to provide updates pursuant to Section 1 (3) in conjunction with Section 7 of the Austrian Consumer Warranty Act (Verbrauchergewährleistungsgesetz) shall be excluded.

12.2 We shall only be liable for compensation for damages that we have caused with gross negligence or intentionally. We shall not be liable for indirect damage, loss of profit, loss of interest, failure to make savings, consequential and pecuniary damage and damage arising from third-party claims. In the event of gross negligence, liability is limited to the value of the payment for the Services for one year, but not more than the amount covered by our insurance.

12.3 Claims for damages by the user against the provider are subject to a limitation period of 12 months from the time the user becomes aware of the damaging party and the damage. In the period under consideration, a maximum of one case can be asserted. The full burden of proof lies with the user.

12.4 The Provider shall not be liable, unless required by law, for any damages that may arise from the use of any content on the Platform or any other way of using the Platform or the Services. This applies, but is not limited, to all information downloaded from the platform, reports created from it or information uploaded to other platforms (data which has been transferred via interfaces) as well as damages which may result from viruses, damage or loss of data.

12.5 The provider is not liable for loss of data and other damage attributable to the sphere of the user.

13 Indemnification

The User shall fully indemnify, defend and hold harmless the Provider against all claims made by third parties against the Provider arising from or in connection with the Users' use of the Platform or the Services. Furthermore, the User shall bear all costs of a necessary legal defense by the Provider, including all court and legal costs in the statutory amount.

14 Offers from other companies, references and links

14.1 The Platform may contain offers and services of other companies as well as links to external websites, for the contents of which, however, we assume no responsibility or liability. Links to such third-party services do not constitute a recommendation of these services by us. We will mark such offers and services accordingly and will not present them as our own offers or services.

15 Copyright

The elements contained on the Platform and Services, such as texts, images, graphics and video files, are subject to copyright protection and the protection of intellectual property. These elements may not be reproduced or otherwise edited or processed without our express written consent.

16 Final Provisions

16.1 General Terms and Conditions that deviate from or supplement the GTC or offers or framework or additional agreements concluded with the user or the legal entity behind them shall not become part of the contract without the express written consent of the provider.

16.2 Any reference to writing or written includes any electronic messaging, including emails. The User shall send all communications based on the Terms to the Provider per email to: support@kanbert.com

16.3 Should any provision of the Terms be or become invalid or should the Terms be incomplete, this shall not affect the validity of the remaining provisions of the Terms. The invalid provision shall be replaced by an enforceable provision which comes as close as possible to the economic purpose of the invalid provision.

16.4 The Terms and all rights and obligations of the Parties arising out of or in connection with the Terms shall be governed by and construed in accordance with Austrian law excluding the conflict of law rules and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).

16.5 The competent court in 1060 Vienna having jurisdiction over the subject-matter shall have exclusive jurisdiction to settle any disputes arising out of or in connection with the Terms or related to its creation, validity, nullity, interpretation, performance and termination as well as its pre- and post-contractual effects.

September, 2024