General terms and conditions

in-manas: intelligent management solutions GmbH

Basics and scope
1. The founders of in-manas: intelligent management solutions GmbH, FN 456942 z, Bienerstrasse 4, 6020 Innsbruck (hereinafter referred to as "in-manas") can draw on many years of management consulting and training experience. in-manas has created a digital management platform that enables companies to access a variety of selected management tools and relevant (management) knowledge for the purpose of using them for their own company. The customer's access to this management platform is web-based by means of a software-as-a-service solution (the digital management platform and the software together hereinafter referred to as "in-manas software solution"). The software is licensed for a certain period of time when ordered and is operated in a specialised data centre. The general conditions of the in-manas programme are explained in more detail below and the contractual conditions and obligations on the part of the contractual partner and in-manas are defined.
2. These General Terms and Conditions of Business and Use shall apply to all offers, products, services and licensing of software solutions by in-manas to the contractual partner (hereinafter "Customer") (in-manas and the Customer together "Contracting Parties"), in particular to the licensing of the in-manas software solution by in-manas to the Customer and its use by the Customer. They are binding for the entire present and future legal relationship between the contracting parties, even if no express reference is made to them. In particular, they also apply to a free use of the in-manas software solution during a free test phase.
3. General terms and conditions or general contractual conditions of the customer shall not become part of the contract with in-manas, even if they appear or are mentioned on an order or on other documents of the customer. Modifying or supplementary contractual terms and conditions of the customer are hereby expressly rejected..
4. in-manas only concludes contracts with entrepreneurs within the meaning of § 1 UGB. By concluding the contract, the customer confirms to be an entrepreneur in the aforementioned sense.
5. in-manas has the right to amend or supplement these General Terms and Conditions and the description of services on the in-manas website at any time. The customer will be notified of changes to the General Terms and Conditions via the homepage and by email. If the customer does not agree with the changes, he may terminate the contract with in-manas within 30 days of receipt of the notice of change, otherwise the changes shall apply upon their announcement.

Offer and conclusion of contract - EULA
1. A contract between in-manas and the customer comes about - as a rule, if nothing else results from the concrete negotiation process with a customer - through an order by the customer based on an offer prepared by in-manas. With the acceptance of the offer by the customer, a license agreement for the use of the in-manas software solution is concluded between in-manas and the customer, which is based on these General Terms and Conditions of Business and Use. For reasons of documentation, in-manas will also issue an order confirmation after acceptance of the offer, which will be signed by both the customer and in-manas.
2. A mandatory requirement for the use of the in-manas software solution is that the customer and each user of the customer concludes a user agreement with in-manas in accordance with Annex 2.2 (hereinafter "EULA"), with which the rights and obligations of each user of the in-manas software solution.

Collaboration - contact person
1. The customer's employee concluding this contract for the customer shall be available to in-manas as a contact person as long as another contact person has not been expressly named by the customer. The respective contact person at the customer's premises shall in particular provide the information required for the implementation of this contract and shall be deemed to be authorised to make legally binding decisions. in-manas must be informed immediately of any changes in the person of the contact person.

Subject of the contract: in-manas software solution
1. The "in-manas software solution" is a copyrighted standard software developed by in-manas that cannot and may not be further adapted than contractually stated. The scope of the services to be provided by in-manas to the customer during the contract period (not during a free test phase) is determined exclusively according to the user documentation in accordance with Section 4.2.
2. The in-manas software solution is a digital world of solutions that gives the customer - depending on the scope of services ordered in the individual case - access to various modules and functionalities, such as
- Analysis tools (survey systems and logic)
- Collaboration tools (e.g. ideation, research pinboards,...)
- selected management tools,
- relevant (management) knowledge,
- Developments around trends and innovations;
- Functionality of the mobile app solution.
1. With the conclusion of the contract, the customer acquires a license to use the in-manas software solution in the agreed scope and range of functions. The agreed range of functions of the in-manas software solution provided to the customer results from the service package selected by the customer as part of the conclusion of the contract, the user documentation that may have been agreed with in-manas and the order confirmation from in-manas.
2. The in-manas software solution is made available to the customer exclusively for web-based use using computer programs to display websites on the World Wide Web. in-manas uses the services of third parties (hereinafter referred to as "service providers") for the purpose of making the in-manas software solution available to the customer. Both the in-manas software solution and the data stored by the customer as part of the use of the in-manas software solution are processed on the service provider's systems. Furthermore, the in-manas 3 software solution is not provided on a data carrier or in any other way (therefore, for example, no local installation of the in-manas software solution is possible).
3. The customer is obligated to check the licensed software solution within the first 14 days of provision with regard to its functionalities and to test all functions relevant to his application and to make the relevant settings. Within these first 14 days, the customer can withdraw from the contract concluded with in-manas in writing at any time, regardless of whether the license agreement is limited or unlimited. If there is no withdrawal, the licensed software solution is deemed to have been approved by the customer free of defects and the contract concluded with in-manas runs until it is terminated. The customer is expressly prohibited from making copies or screenshots of the software or individual elements thereof for their own or third-party purposes within these first 14 days or from using them in any other way.
4. In individual cases in-manas may grant the customer access to the in-manas software solution within the framework of a free test phase. During a test phase which is free of charge for the customer in-manas reserves the right to make the in-manas software solution available only with a limited range of functions. The purpose of the test phase is to familiarise the customer with the structure and systematics of the in-manas software solution. The customer is expressly prohibited from making copies or screenshots of the software or individual elements thereof for his own or third-party purposes or otherwise using them in any way during the test phase.
5. The in-manas software solution provided to the customer is generally available 24 hours a day, seven days a week ("uptime"), subject to necessary maintenance times. The average availability is 95% on an annual average. During the other times ("maintenance times") the application may nevertheless be available, if necessary with interruptions and restrictions. The customer is not entitled to a price reduction for these times. in-manas reserves the right to determine the time and duration of the maintenance times. If maintenance work becomes necessary, in-manas will inform the customer of this as far as possible in good time by e-mail or by information on the in-manas homepage. No liability on the part of in-manas can be derived from interruptions to the operating time for which in-manas is not responsible (e.g. power failures).
6. in-manas or its contractual partners use firewalls in order to prevent or prevent unauthorised access to the customer's data as far as this is possible with reasonable economic and technical effort. However, the customer is aware that complete protection against damaging access or data is not possible. If a threat cannot be eliminated in another technically and economically appropriate and promising manner, in-manas is entitled to delete the customer's data with damaging content. in-manas will inform the customer of this. in-manas shall only be liable for any possible damage to the customer arising from this in the event of intent or gross negligence on the part of in-manas, legal representatives or vicarious agents of in-manas.
7. in-manas assumes the general maintenance and further development of the contractual software, in particular the diagnosis and elimination of defects within a reasonable period of time. The changes to the software that go hand in hand with general maintenance/further development are made within the framework of a general further development programme and are oriented towards customer needs that affect a majority of companies. in-manas is entitled to change and further develop the concrete design of the software as long as the relevant properties remain intact. Customised adjustments are not possible in this further development programme and must be agreed separately.
8. in-manas will provide the customer with further individual maintenance and support services to the extent and within the time frame corresponding to the selected tariff package. The exact content of these individual support services results from the tariff package selected by the customer and the order confirmation from in-manas.
9. If an extension developed by in-manas is not already expressly included in the service package selected by the customer upon conclusion of the contract, in-manas reserves the right to enable the customer to use this extension only against payment of a separate fee. Insofar as in-manas provides new versions, updates or upgrades of the in-manas software solution during the term of this contract, these General Terms and Conditions shall also apply to these.
10. If the customer uses the "Trend Laboratory " module of the in-manas software solution, the following supplementary provisions shall apply:
  1. The information and content generated by the "Trend Lab" may be used by the customer exclusively for (i) internal company purposes or (ii) for the purpose of fulfilling contractual obligations towards contractual partners of the customer. Any use outside of these purposes (e.g. publication of the generated information and content vis-à-vis third parties or passing it on free of charge in any other way) is strictly prohibited.
  2. The authorisation to view and use the industry benchmarks on mega and macro trends requires that a licence for the "Trend Lab" module exists and that the client agrees that in-manas may use its own data on benchmarking (that is: assessments on the relevance of mega and macro trends) in anonymised form for the creation of the industry benchmarks. A corresponding declaration of consent must be given prior to the use of the industry benchmarks.

Rights of use
1. in-manas remains the author of the work, including the associated documents and other services rendered (e.g. computer programmes). These services protected by copyright include all services provided by in-manas, in particular those relating to presentations such as ideas, sketches, preliminary drafts, final drawings, concepts. Individual parts from the aforementioned services also remain the property of in-manas, as do the individual workpieces and design originals, and may be reclaimed at any time - in particular upon termination of the contract.
2. The right to use the in-manas software solution granted by in-manas comprises a non-exclusive, non-transferable, locally unrestricted, royalty-bearing licence to use the agreed scope of functions. Depending on the specific individual agreement between in-manas and the customer, the customer may also be granted the right to grant sub-licences. The right of use only includes those types of use in relation to the in-manas software solution which are absolutely necessary for use for the customer's own company in accordance with the purposes stated in point 1 of these terms of use. in-manas expressly reserves all further rights with regard to the in-manas software solution and its components.
3. In addition to these General Terms and Conditions, the EULA shall apply in particular to the use of the in-manas software solution by the Customer and its employees (and, if applicable, by its contractual partners).
4. The customer is not permitted to provide the services provided and in particular the in-manas software solution provided to third parties for their sole use or for commercial use (unless this has been expressly agreed otherwise with in-manas). Furthermore, it is not permitted to pass on the provided services and the provided software to third parties or to act as a provider of the in-manas software solution itself using the services and software provided by in-manas, e.g. as a digital management platform, or to use the software for other purposes for private or commercial use vis-à-vis third parties (unless this has been expressly agreed otherwise). The use for purposes of affiliated companies within the meaning of § 15 et seq. AktG or § 189a Z8 UGB requires the prior consent of in-manas.
5. in-manas is not obliged to provide new versions, upgrades or updates of the in-manas software solution unless this is absolutely necessary to remedy defects or this has been expressly agreed otherwise. Beyond the purposes of this contract, the customer is not entitled to use, reproduce or download the contractual software or data other than his own or to make it accessible to third parties outside the agreed circle of users.
6. in-manas may change the service at any time in a manner that is reasonable for the customer as long as the contractually agreed properties and functionalities remain essentially the same. The change is reasonable in particular if it becomes necessary for an important reason, such as disruption of the service provision by subcontractors, and the relevant performance features continue to be fulfilled. in-manas will notify the customer of the change by e-mail at least three weeks before it comes into effect.
7. The customer is entitled to grant access to the in-manas software solution to natural persons ("users") in accordance with the number of users selected by him and agreed with in-manas. The customer is not entitled to allow further persons to use the in-manas software solution beyond the agreed number of Users. The users shall be registered by the customer's administrator. The users may enter or change information themselves on the platform of the in-manas software solution. The customer shall ensure that the registration and use by the selected persons complies with the legal framework conditions (e.g. declarations of consent are available, data protection regulations are complied with, reference to the need to conclude the EULA). in-manas cannot be held liable for non-compliance with these and also enjoys protection of confidence in this respect. The customer undertakes to indemnify in-manas against any claims by third parties which are raised in connection with the non-compliance with legal requirements in the registration of users. When registering users and using the in-manas software solution, the "fair use" principle and use in accordance with the contract must be observed. It is therefore inadmissible, for example, to use group accounts in order to increase the number of participants beyond the contractually agreed number, to use the platform as a mass data store or to deliberately attempt to modify the platform beyond its configurability. As soon as the customer has indications that the usage and access authorisations have been obtained illegally by a third party or could be misused, the customer is obliged to inform in-manas immediately. The user is obliged to actively and directly cooperate in the restoration of the contractual use, otherwise in-manas is entitled to extraordinary termination.
8. in-manas is entitled to take appropriate technical measures to protect against non-contractual use of the in-manas software solution. The contractual use of the in-manas software solution may not be more than insignificantly impaired as a result. In the event of a user exceeding the scope of use in breach of the contract or in the event of an unauthorised transfer of use, the customer must, upon request, immediately provide in-manas with all information available to him for asserting claims due to the use in breach of the contract, in particular the name and address of the user.
9. Any passing on or other transfer of the rights of use granted to the customer by in-manas to third parties requires the prior, express consent of in-manas. The customer's right of use is limited to the use of the in-manas software solution including its content for the customer's own company to the extent agreed with in-manas. Unless expressly agreed otherwise with in-manas, the customer is in particular not permitted to,
  1. to provide consulting services to third parties by means of the in-manas software or its contents,
  2. to use the in-manas software or its contents in order to act as a provider of a digital management platform himself or to support third parties in doing so or otherwise to use the in-manas software solution for the development of products which compete with the products and/or services of in-manas,
  3. to enable third parties to use the in-manas software or its content in any other way, or
  4. for other purposes to use the in-manas software or its contents for private or commercial use vis-à-vis third parties.

Obligations of the customer
1. The system requirements (including suitable Internet connection and hardware) for the use of the in-manas software solution are to be created and maintained by the Customer on its own responsibility and at its own expense. Furthermore, the customer shall be solely responsible for ensuring that the users have an internet connection, suitable software and hardware equipment, including routers and data communication equipment in accordance with the provisions of the description "System requirements" which can be viewed at www.in-manas.com. The operation and maintenance of the technical requirements is the responsibility of the customer and not the subject of the software licence agreement with in-manas.
2. For files stored by the customer in the context of the use of the in-manas software solution in-manas cannot assume any check for virus security or potential for damage. The customer is therefore obliged to take appropriate precautions himself.
3. The customer shall protect the user and access authorisation assigned to him or to the users named by him from access by unauthorised third parties and shall not pass it on to unauthorised users (i.e. users in excess of the contractually agreed number of users or users who are not themselves registered but use the access authorisation of others). The disclosure of access data of registered users to third parties is not permitted. The customer undertakes to oblige the users named by him and authorised within the framework of the contractual authorisation to comply with these provisions. For security reasons, access is blocked after five incorrect password entries and can only be reactivated by the administrator.
4. The customer shall report defects in the contractual services to in-manas in writing without delay, stating how and under what circumstances the error or defect occurs and shall actively support in-manas in the search for the error.
5. When using the in-manas software solution and the contractual services, the customer shall comply with all applicable laws and other legal provisions, in particular those of the Republic of Austria. In particular, the customer is prohibited from entering data or content into the in-manas software solution that violates legal provisions, infringes third-party property rights or copyrights or other rights of third parties. This also applies in particular to compliance with labour and data protection regulations and regulations on employee inventions. The customer is responsible for the data and contents provided by him. in-manas does not check the contents for their correctness, nor for possible rights of third parties. in-manas will comply with official orders immediately after informing the customer - if permissible.
6. The customer undertakes to indemnify and hold in-manas harmless from and against all claims of third parties based on the data and other content posted by the customer, his employees or users named by him. This applies in particular to claims by third parties based on violations by the customer of section 6.4.
7. In the event of a material breach by the customer of his obligations under the contract with in-manas, in-manas shall be entitled to terminate the contractual relationship with immediate effect for good cause and without notice. The customer is liable to pay compensation for damages incurred by in-manas as a result of the aforementioned measures. If the customer is responsible for the infringement, he is obliged to compensate in-manas for the resulting damage including loss of profit. In the event of justified termination for good cause, there shall be no claim for repayment of fees or other payments already made.
8. Furthermore, the customer shall indemnify in-manas and hold in-manas harmless from and against any claims asserted by third parties due to a breach of contractual obligations by the customer.
9. The customer is furthermore obliged to comply with its obligations under the "Supplementary Agreement on Data Protection", which is also an integral part of the contract.
10. The customer alone is responsible for compliance with retention periods under commercial and tax law. Furthermore, in-manas shall not be responsible for checking files stored by the customer on the platform for virus security or potential damage.
11. Furthermore, the customer shall be subject to the following obligations:
  1. The Customer may not adopt, adapt or integrate any of in-manas' proprietary information or any of in-manas' intellectual property rights into its own software or other products or services. Therefore, in particular, in-manas' proprietary information and the in-manas software solution may not be decompiled, disassembled or otherwise reverse engineered, introspected, reconstructed, replicated or modified by any means.
  2. The Customer may not distribute, sell, sublicense, rent, lease or use the in-manas Software Solution, Third Party Code or Sample Code (or any part thereof) for time sharing, hosting, service providers or otherwise make it available as a service to external third parties (unless in-manas has expressly agreed to do so).
  3. The Customer shall not remove any product identification, proprietary, copyright, trademark or other notices from in-manas software solution or third party code.
  4. The Customer shall not publicly disseminate any performance information or analysis (including but not limited to benchmarks) from any source whatsoever in connection with the in-manas Software Solution.
  5. The customer may not use the in-manas software solution in a manner or for a purpose that violates applicable law or the rights of third parties, in particular intellectual property rights, data protection rights or publicity rights.
  6. The Customer may not intentionally use the in-manas software solution to promote copyright infringement or the use of copyright infringing materials.
  7. The customer may not use any equipment, devices, software or other means which are intended to circumvent or remove forms of product key or copy protection used by in-manas in connection with the contractual software. Furthermore, the customer may not use the in-manas software solution together with an authorisation code, product key, serial number or other copy protection device which is not provided by in-manas.
  8. The customer may not use unauthorised product keys or keycodes or distribute or publish keycodes unless in-manas has expressly authorised this in writing.
  9. Der Kunde darf die Vertragssoftware nicht verwenden, um ein Produkt zu entwickeln, welches mit einem der Produkte von in-manas in Wettbewerb steht.
12. If the customer has been authorised by in-manas to grant sub-licence rights for the use of the in-manas software solution to its contractual partners, the customer shall ensure that its sub-licencees (i) comply with all obligations incumbent on the customer under these Terms and Conditions (in particular the obligations under this Item 6. and point 14.) as if they were customers of in-manas themselves, (iii) observe the regulations on in-manas' intellectual property rights and the scope of the rights of use in accordance with point 5. of these terms and conditions and (iii) conclude the user agreement with in-manas or agree to it before using the in-manas software solution.

Licence fee
1. For the licensing of the in-manas software solution, the customer shall pay licence fees as specified in the offer and the order confirmation. The licence fee consists of an annual basic flat rate for the provision of the in-manas software solution depending on the desired number of levels that can be mapped in the software (e.g.: business areas, countries) with their own rights structure as well as the defined service fields and the desired number of users. Insofar as in-manas provides further services not expressly mentioned in the order and the order confirmation at the request of the customer, the prices valid at in-manas in each case shall apply and will be communicated on request. In the event of sub-licensing by the customer, further fees will be incurred.
2. All stated remunerations and prices are exclusive of the statutory value added tax applicable at the time.
3. The payment periods and modalities with regard to the licence fee shall in each case result from the offer of in-manas on which the licence agreement is based. If no corresponding provision is made therein, it applies that in the case of fixed contract terms 100% of the licence fee accruing for the contract term is to be paid upon commissioning. All other services provided by in-manas (e.g. separate consulting, maintenance or support services) shall be invoiced separately directly after performance. The payment deadline for all invoices is 14 days after the invoice date.
4. in-manas reserves the right to adjust agreed prices for products and services at any time insofar as these are affected by price increases at sub-suppliers. These price changes concern in particular the increase of material prices, the increase of prices on services, changes in exchange rates, wage changes, government interventions, or if other comparable circumstances occur.
5. The customer is not entitled to withhold payment of an amount due to in-manas. The customer's right to set-off with counterclaims against in-manas is excluded unless the customer's claims have been acknowledged, are undisputed or have been legally established by a court of law. The customer may only assign his claims arising from or in connection with this contract to third parties with the written consent of in-manas.
6. In the case of fixed-term licence agreements, in-manas has the right to change the prices and remuneration for the contractual services in the event of an automatic extension of the licence agreement after the fixed term of the agreement has expired. However, such a price change is permissible at the earliest twelve months after conclusion of the contract and only once a year. in-manas will announce the change to the customer in writing at least six weeks before it takes effect. In the event that the customer does not accept the price increase, he is entitled to terminate the contract in its entirety with one month's notice to the end of the calendar month if the price increase amounts to more than 10% of the previous price. In the event of termination, the prices which have not been increased until the termination takes effect shall apply.
7. The customer is obliged to use or provide the in-manas software solution only for the number of users agreed with in-manas. The licence granted by in-manas corresponds to the named-user model. If more users than specified participate in the platform or measures are taken by the customer to circumvent the named-user model (e.g. group accounts), in-manas is entitled to claim the corresponding price difference for the increased price level based on the actual number of users retroactively from the conclusion of the contract or to terminate the contract extraordinarily with immediate effect.

Delay
1. In the event of default, corporate interest on arrears shall be deemed to have been agreed to the extent provided by law (§ 456 UGB). in-manas reserves the right to prove and claim higher interest on arrears. The customer undertakes to bear all costs and expenses associated with the collection of outstanding debts, such as in particular reminder fees, collection fees or other costs necessary for appropriate legal prosecution.
2. During a delay in payment by the customer of an amount that is not relatively minor, in-manas is entitled to temporarily block access to the licensed software. If the customer's default in payment ends, in-manas will restore access to the contractual software. The period of the block does not extend the period of use.
3. The customer remains obliged to pay the licence fee in the event of a block. In addition to the blocking, in-manas is entitled to terminate the contract prematurely by simultaneously setting a grace period of 14 days in writing, in which case in-manas is entitled to demand from the customer half of the fee owed by the customer for access to the in-manas software solution until the end of the original term of the contract.

Warranty
1. in-manas shall be liable for defects in the contractual services in accordance with this Section 9, insofar as impairments are not due to restrictions in the availability of the system requirements to be provided by the customer and known to him (e.g. Internet connection, browser). Furthermore, smooth functioning can only be guaranteed for the configuration made known to the customer by in-manas.
2. The contracting parties agree that it is not possible to develop computer programs in such a way that they are error-free for all conditions of use. in-manas warrants the conformity of the in-manas software solution with the service description valid at the time of conclusion of the contract and provided to the customer before conclusion of the contract, which specifies the intended use and the conditions of use of the software as well as system requirements. Express reference is made to item 10.9.
3. The warranty provided by in-manas does not apply to performance problems of the in-manas software solution (i) which are caused by factors beyond in-manas' control, (ii) which result directly from actions or omissions of the customer or third parties or (iii) which result from the data structure, the operating environment or the customer's equipment. Furthermore, the warranty does not extend to defects caused by deviations from the conditions of use intended for the programme as well as to defects in modified or edited versions of the software programme, unless it is proven that existing defects are not related to faulty applications or inputs.
4. A warranty period of one year shall be deemed agreed for the in-manas software solution provided by in-manas. The warranty period begins with the actual provision of the software to the customer. The applicability of § 924 ABGB is excluded. The customer must immediately inspect the purchased software solution within the meaning of Sections 377 and 378 of the Austrian Commercial Code (UGB) and immediately give notice of any defects that occur in a specified manner and in writing.
5. In the event of a justified warranty claim, in-manas is free to meet this claim by means of replacement or improvement. Subject to mandatory statutory provisions, in-manas reserves the right to fulfil the warranty claim at its own discretion by improvement, replacement or price reduction. The customer must grant in-manas the necessary time and opportunity to a reasonable extent for the improvement or replacement. When using third-party software which in-manas has licensed for use by the customer, the rectification of defects shall consist of the procurement and installation of generally available upgrades, updates or service packs. If the customer refuses to fulfil the rectification of defects or if this is limited in time in an unreasonable manner, in-manas is released from its warranty obligations or the obligation to rectify defects.
6. In the event of alleged defects of title, the customer is obliged to inform in-manas immediately in writing of claims by third parties and the customer shall leave in-manas exclusive control of the defence and related actions, insofar as this is reasonable for the customer. The customer shall grant in-manas the necessary support, necessary information and power of attorney to carry out the actions necessary for a defence. The customer undertakes not to acknowledge any claims or conclude any settlement without prior written consent should this be in connection with alleged defects of title.
7. The customer shall report defects to in-manas in writing without delay, stating how and under what circumstances the error or defect occurs and actively support in-manas in the search for the error. The customer is obliged to provide in-manas with verifiable documentation on the type and occurrence of deviations from the service description and to cooperate and support in the analysis and containment of errors. Insofar as in-manas was unable to provide a remedy as a result of the failure to notify the defect, the customer is not entitled to derive rights from the defect or to reduce the price.
8. Individual components of the in-manas software are subject to the MIT licence. The following terms and conditions of the MIT licence apply to these components with regard to warranty and/or liability:

THE SOFTWARE IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. IN NO EVENT SHALL THE AUTHORS OR COPYRIGHT HOLDERS BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM, OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THE USE OR OTHER DEALINGS IN THE SOFTWARE.

Furthermore, individual components of the in-manas software are subject to the BSD3 licence. The following conditions of the BSD3 licence apply to these components with regard to warranty and/or liability:

THIS SOFTWARE IS PROVIDED BY THE COPYRIGHT HOLDERS AND CONTRIBUTORS "AS IS" AND ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED. IN NO EVENT SHALL THE COPYRIGHT HOLDER OR CONTRIBUTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

Damage
1. Claims for damages against in-manas are excluded in their entirety in cases of slight negligence. Excluded from this is liability for personal injury.
2. Claims for damages against in-manas in cases of gross negligence or intent are limited to 100% of the respective order value.
3. Compensation by in-manas for consequential damage, pure financial loss, indirect damage, loss of profit, loss of interest, damage due to business interruption, damage due to loss of data and damage from third party claims against the customer is excluded in any case.
4. Claims for damages must be asserted in writing against in-manas within four weeks from the date of knowledge and - if no agreement is reached in the meantime - must be asserted in court within six months from the date of knowledge, otherwise they are forfeited.
5. in-manas shall not be liable for damages which are directly or indirectly attributable to instructions or notified specifications of the customer, improper handling, intentional damage, negligence, abnormal working conditions, or an unauthorised modification of the in-manas software solution by the customer.
6. It is noted that within the scope of licensing the in-manas software solution, no liability is assumed for any success of any of the results developed with the help of the in-manas software solution (e.g. for a specific success of a strategy developed with the help of the in-manas software solution).
7. in-manas does not provide any warranty for defects and is not liable for damages resulting from incorrect installation or use, misuse or negligence on the part of the customer. Furthermore, in-manas assumes no liability and/or warranty for the correctness of the results or the results determined by the in-manas software solution. The customer is responsible for the correctness of the data entered and of company-related parameters and in-manas assumes no liability for the correctness of these entries.
8. Recourse claims within the meaning of § 12 of the Product Liability Act (PHG) are excluded unless the person entitled to recourse proves that the defect was demonstrably caused within the sphere of in-manas and was at least due to gross negligence. The applicability of § 933b ABGB is excluded.
9. Insofar as in-manas is not liable to the customer under the provisions of this point, the customer shall indemnify and hold in-manas harmless from and against claims of third parties falling within the sphere of the customer (e.g. the customer's customers, employees, etc.). The limitations of this point do not apply insofar as legally binding regulations, in particular the regulations of the Product Liability Act, do not permit such exclusions or limitations of liability.
10. in-manas notes and the Customer expressly acknowledges that the systems provided by in-manas are not designed for use in connection with critical applications (in particular security systems) which require 100% availability and reliability. If any third party claims or demands against in-manas result from such use, the Customer in turn agrees to indemnify and hold in-manas and its affiliates, agents, contractors, employees, officers and directors harmless from and against all third party claims and demands, losses, liabilities and expenses, including attorneys' fees.
11. The contracting parties agree that it is not possible to develop computer programs in such a way that they are error-free for all application conditions. in-manas warrants conformity of the software program with the performance specification valid at the time of conclusion of the contract and provided to the customer before conclusion of the contract, which specifies the intended use and the conditions of use of the software. in-manas shall not be liable for minor deviations from the agreed specifications or for only minor restrictions on the applicability of the in-manas software solution.

Data protection and data security
1. Both contracting parties shall comply with the respective applicable data protection regulations, in particular those applicable in Austria, and shall oblige their employees deployed in connection with the contract to observe data secrecy, insofar as they are not already generally obliged to do so. Both contractual partners shall furthermore implement the necessary technical and organisational measures for the protection of personal data in order to comply with the respective applicable data protection regulations. The privacy policy of in-manas is available on the website of in-manas at www.in-manas.com/datenschutz/.
2. The client is the responsible party in the sense of data protection law. It is agreed that the customer is the "master of the data" both generally in the contractual relationship and in the sense of data protection law. The customer is the sole authorised party with regard to the power of disposal of all personal data processed by him (in particular: entered data, processed, stored data, issued data). in-manas and all parties involved on the side of in-manas in the execution of the contract do not control the legal admissibility of the collection, processing and use of the data stored for the customer. The responsibility for the collection, processing and use of personal data lies exclusively with the customer. The customer must obtain all necessary consents from the data subject so that in-manas can process personal company data in accordance with the contract concluded with the customers and any commissioned data processing contract to be concluded.
3. in-manas shall use the personal data provided by the customer within the framework of the contractual relationship exclusively for the provision of the functionalities ordered by the customer. In-manas and/or the sales partners of in-manas involved in the sale of the in-manas software solution shall exclusively carry out a non-personal inspection of the use of the in-manas software by the customer for support purposes or for the purpose of improving or further developing the software.
4. The processing of the in-manas software solution as well as the data stored in the context of the use of the in-manas software solution by the customer is carried out by a data processing centre located within the European Union.
5. The customer and in-manas will conclude a corresponding commissioned data processing contract in which it is specified exactly which personal data in-manas is to process for the customer. The duration of the commissioned processing by in-manas or the data centre corresponds to the term of this contract. in-manas undertakes within the scope of the commissioned data processing to process the data exclusively within the scope of the customer's orders for and for the purposes of fulfilling the contract with the customer. Furthermore, the customer must ensure that all necessary data protection requirements for the processing of this data are met (in particular any declarations of consent from the persons concerned).
6. If the customer collects, processes or uses personal data in connection with the contract with in-manas, he warrants that he is entitled to do so in accordance with the applicable provisions, in particular the provisions of data protection law, and shall indemnify and hold in-manas harmless from and against claims by third parties in the event of a breach. The processing of special categories of personal data as defined in Art. 9 DSGVO with the in-manas software solution is strictly prohibited.
7. To the extent that in-manas is able to do so due to the nature of the processing, in-manas will support the customer in ensuring that the customer is able to fulfil the rights of the data subjects pursuant to Chapter 3 of the GDPR (information, disclosure, correction and deletion, data portability, objection and automated decision-making in individual cases) within the statutory time limits at any time. in-manas shall also support the customer in complying with the obligations of the controller pursuant to Art 32 to 36 of the GDPR within the meaning of Art 28 (3) (f) of the GDPR with regard to the commissioned processing in question, insofar as this is possible according to the type of commissioned processing. in-manas shall be entitled to a separate remuneration of EUR 150.00 per hour in addition to the remuneration pursuant to Section 7 of this contract in the event that the customer makes use of the above support service.
8. in-manas provides a system that is currently state of the art and meets common safety standards to a high degree, in particular:
  1. Access & work via a secure internet connection (SSL - encryption);
  2. Verification of password security based on the development standards;
  3. Hosting on in-manas server in secured data centre (ISO certificate 27000 ISMS, location in Frankfurt a.M. / Germany);
  4. Possibility to set a customised session timeout and to restrict access to certain IP addresses.

Despite these high security standards, no guarantee can be given for possible attacks from outside (such as malware). The in-manas software solution is therefore not to be used by the customer for critical or particularly sensitive areas of the company.

Test phase
1. in-manas may - at its own discretion - grant potential customers the opportunity to test the platform with limited functions for a defined period of time free of charge (there is no entitlement to the granting of a free test period). During the test phase, only synthetic test data may be used in order to comply with data protection requirements (no real personal data may therefore be processed). Selected functions also remain deactivated. By granting a test phase, neither in-manas nor the customer enter into any future obligations. If the customer decides to place an order, this will be checked by in-manas and after in-manas has issued an order confirmation, the in-manas software solution will then be activated in full or to the extent of the order. From this point in time, the contract period also begins and the licence agreement according to the order confirmation comes into force. in-manas reserves the right to reject orders without giving reasons and to switch off the in-manas software solution immediately after the test period has expired. In the event of continued access, the term is limited to the period of use specified in the order confirmation.
2. During a test phase, the customer is strictly prohibited from making copies, screenshots, etc. of the in-manas software solution as a whole or individual components, concepts and/or results.

Contract period and termination
1. The duration of the contract between in-manas and the customer - and thus the licence period - shall be jointly determined by the customer and in-manas in in-manas' offer and the customer's order.
2. The right to use the in-manas software solution to the extent agreed and ordered exists for the duration of the licence granted ("licence period"). The licence term corresponds to the term of the licence agreement concluded with in-manas. The customer's right to use the in-manas software solution ends with the expiry of the licence term.
3. If the contract on the licensing of the in-manas software solution has been concluded between in-manas and the customer for a fixed period of time, the following provisions shall apply.
  1. Each party shall notify the other party no later than 3 months before the expiry of the contract term if it does not wish to extend the contract further. In case of a timely notification, the contract ends with the expiry of the contract term.
  2. Should a notification pursuant to item 13.2.1. not be made or not be made in due time, the duration of the contract shall be extended again (also repeatedly) by the originally agreed contract term. The regulation according to this point 13.2. also applies to such an extended contract.
4. If the contract on the licensing of the in-manas software solution has been concluded between in-manas and the Customer for an indefinite period of time, either party may terminate the contract by giving 6 months' notice to the end of a calendar month.
5. Both parties have the right to terminate the contract with immediate effect for good cause. For in-manas, good cause entitling to extraordinary termination exists in particular in the following cases:
  1. the licence fees are not paid by the customer within 14 calendar days of receipt of a payment reminder from in-manas;
  2. the customer commits a material breach of a provision of the agreement with in-manas and such breach is not remedied within 20 calendar days after in-manas has informed the customer of such breach;
  3. the customer disputes or challenges one of in-manas' intellectual property rights or claims one of in-manas' intellectual property rights for itself or directly or indirectly assists a third party in one of the aforementioned acts;
  4. the customer ceases business operations without legal successor. 13.6.All notices of termination under this Agreement shall be in writing or by email to be effective.
6. All notices of termination under this Agreement shall be in writing or by email to be effective. In the event of termination of the contractual relationship, for whatever reason, the parties are obliged to wind up the contractual relationship in an orderly manner. For this purpose in-manas shall in particular
  1. hand over the customer's data stored within the framework of the contract to the customer as XML and/or PDF format or as ZIP for attachments by remote data transmission or on data carriers. The period for this is max. 4 weeks after the end of the contract term.
  2. delete the client's data immediately after confirmation of the successful transfer and destroy all copies made.
7. Upon termination of the contract, the customer's right to use the in-manas software solution expires.

Confidentiality
1. The Customer shall not, either during the term of the Agreement or after its termination, disclose any information relating to in-manas' intellectual property and industrial property rights and/or confidential proprietary information, whether technical or non-technical, to the extent that such information has been designated by in-manas as confidential information and disclosed to the Customers pursuant to this Agreement or the confidentiality of which is implicit in its nature or content, including but not limited to confidential information relating to in-manas' software solution (collectively, the "Confidential Information").
2. Each Party shall take reasonable steps to safeguard the Confidential Information and to protect the Confidential Information against disclosure, misuse, espionage, loss, unauthorised use or theft. The parties will require their employees and contractors to also keep the Confidential Information confidential.
3. The documents and information provided by in-manas within the framework of the contractual relationship may only be used by the customer himself or his employees and agents. Passing on such information and documents is expressly not permitted unless this has been expressly agreed.
4. The obligation to keep the Confidential Information secret shall survive this Agreement and shall remain in force as long as the Confidential Information has not become known to the public.

Final provisions
1. Subsidiary agreements, deviations, amendments and supplements to these General Terms and Conditions are only valid if in-manas expressly confirms them in writing. The employees of in-manas are not authorised to make verbal subsidiary agreements or to give verbal assurances that go beyond or deviate from the content of the written contract or these General Terms and Conditions.
2. The customer may only transfer the rights and obligations under this contract with the prior written consent of in-manas.
3. The customer hereby already consents to a transfer of the contract to a legal successor of in-manas, in particular in the event of singular succession in the event of the sale of a business.
4. The offer, the order confirmation, these General Terms and Conditions and the resulting legal relationship between the customer and in-manas shall be governed by Austrian law, excluding the conflict of laws rules and the UN Convention on Contracts for the International Sale of Goods.
5. The offer, the order confirmation, these General Terms and Conditions and the resulting legal relationship between the customer and in-manas shall be governed by Austrian law, excluding the conflict of laws rules and the UN Convention on Contracts for the International Sale of Goods.
6. If any provision of these General Terms and Conditions is invalid or unenforceable in whole or in part, this shall not affect the validity or enforceability of the remaining provisions. The invalid or unenforceable provision shall be severed from the remaining provisions - while maintaining their validity.

Innsbruck, 10.11.2020 in-manas: intelligent management solutions GmbH

A-6020 Innsbruck, Kochstraße 1

phone: +43 512 552063

e-mail: office@in-manas.com