General terms and conditions

GENERAL 

TERMS AND CONDITIONS OF USE 

in-manas: 

intelligent management solutions GmbH 

1. basic information and scope of application 

1.1 in-manas: intelligent management solutions GmbH, FN 456942 z, Kochstrasse 1, 6020 Innsbruck (hereinafter referred to as "in-manas") has created INNO-VERSE, a digital software, content and collaboration platform, which enables companies and users to access various digital tools and innovation insights for the purpose of using them for their own company or for personal interests, depending on their usage licences (this platform hereinafter referred to as "INNO-VERSE SW Platform"). The customers' access to this INNO-VERSE SW platform is web-based by means of a software-as-a-service solution. The use of the platform is licensed for a certain period of time and operated in a specialised data centre. The general conditions are explained in more detail below and the contractual conditions and obligations on the part of the contractual partner and in-manas are defined. 

1.2 These General Terms and Conditions of Business and Use (hereinafter referred to as "General Terms and Conditions of Business") shall apply to all offers, products, services and licensing by in-manas to the contractual partner (hereinafter referred to as "Customer", in-manas and the Customer jointly referred to as "Contracting Parties"), in particular to the licence to use the INNO-VERSE SW Platform 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 shall also apply to the use of the INNO-VERSE SW platform free of charge during a free test phase. 

1.3 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. 

1.4 These General Terms and Conditions shall apply to the conclusion of contracts with entrepreneurs within the meaning of the Austrian Commercial Code (UGB) as well as with consumers within the meaning of the Consumer Protection Act (KSchG). 

1.5. in-manas shall have the right to amend or supplement these General Terms and Conditions as well as the description of services on the websites of in-manas or INNO-VERSE at any time. The Customer shall be notified of changes to the General Terms and Conditions via the homepage and by e-mail. 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. 

2 Offer and conclusion of contract 

2.1 A contract between in-manas and the customer shall be concluded - as a rule, unless the concrete negotiation process with a customer results otherwise - by an order placed by the customer on the basis of an offer made by in-manas. Upon acceptance of the offer by the customer, a licence agreement on the use of the INNO-VERSE SW platform shall be concluded between in-manas and the customer, which shall be based on these General Terms and Conditions of Business and Use. 

2.2 A mandatory prerequisite for the use of the INNO-VERSE SW Platform is furthermore that the Customer and each of the Customer's users conclude a user agreement with in-manas in which the rights and obligations of each user of the INNO-VERSE SW Platform are regulated (hereinafter "User Agreement"). The User Agreement must be accepted by the Customer or each of the Customer's users before the software solution is started or during the first login process. 

3 Subject matter of the contract: INNO-VERSE SW platform 

3.1 The INNO-VERSE SW platform is a software solution developed by in-manas and protected by copyright, which cannot and may not be adapted further than stipulated in the contract. The scope of the services to be provided to the Customer by in-manas during the term of the contract (not during a free test phase) shall be determined exclusively by the user documentation in accordance with section 4.2. 

3.2 The INNO-VERSE SW platform is a digital solution world which gives the customer - depending on the scope of services ordered in the individual case - access to various modules and functionalities, such as e.g. 

- Analysis tools (trend radar, survey systems and logics) 

- Collaboration tools (e.g. ideation, channels, research collectors,...) 

- Innovation compass 

- Developments around trends and innovations; 

- Functionality of the mobile app solution. 

3.3 Upon conclusion of the contract, the customer acquires a licence to use the INNO-VERSE SW platform to the agreed extent and functional scope. The agreed scope of functions of the solution provided to the customer results from the service package selected by the customer within the framework of the conclusion of the contract and the order confirmation by in-manas. 

3.4 The INNO-VERSE SW platform shall be made available to the Customer exclusively for use in a web-based manner by means of computer programs for displaying web pages on the World Wide Web. For the purpose of making the INNO-VERSE SW Platform available to the Customer, in-manas uses the services of third parties (hereinafter referred to as "service providers"). The data stored by the Customer within the scope of the use of the INNO-VERSE SW Platform shall be processed on the systems of the Service Provider. Furthermore, the INNO-VERSE SW Platform is not made available on a data carrier or in any other way (e.g. local installation of the INNO-VERSE SW Platform is therefore not possible). 

3.5 The customer is obliged to test the licensed software solution within the first 14 days after provision with regard to its functionalities and to test all functions relevant for his application case and to make the relevant settings. Within these first 14 days the customer may - irrespective of whether it is a licence agreement concluded for a limited or unlimited period - withdraw from the agreement concluded with in-manas in writing at any time. If no withdrawal takes place, the licensed software solution shall be deemed to have been approved by the customer as being free of defects and the contract concluded with in-manas shall run until a corresponding termination. The customer is expressly prohibited from making copies or screenshots of the software or individual elements thereof for his own or third parties' purposes or to use them in any other way within these first 14 days. 

3.6 In individual cases in-manas may grant the customer access to the INNO-VERSE SW platform within the framework of a free test phase. During a test phase free of charge for the customer in-manas reserves the right to make the INNO-VERSE SW platform available only with a limited range of functions. The purpose of the test phase is to enable the Customer to familiarise himself with the structure and systematics of the INNO-VERSE SW platform. The customer is expressly forbidden to make copies or screenshots of the software or individual elements thereof for his own or third party purposes or to use them in any other way during the test phase. 

3.7 The INNO-VERSE SW platform provided to the customer shall be available 24 hours a day, seven days a week ("operating time"), subject to necessary maintenance times. The average availability is 95% on an annual average. During the remaining times ("maintenance times"), the application may nevertheless be available, possibly 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 periods. 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). 

3.8. in-manas or its contractual partners use firewalls to prevent or prevent unauthorised access to the customer's data, insofar 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 case of intent or gross negligence on the part of in-manas, legal representatives or vicarious agents of in-manas. 

3.9. in-manas shall assume the general maintenance and further development of the INNO-VERSE SW platform, in particular the diagnosis and elimination of defects within a reasonable period of time. The changes to the INNO-VERSE SW platform associated with general maintenance/further development shall be made within the framework of a general further development programme and shall be based on customer requirements which affect a majority of companies. in-manas shall be entitled to change and further develop the specific design of the INNO-VERSE SW platform as long as the relevant properties are maintained. Customer-specific adaptations are not possible in this further development programme and must be agreed separately. 

3.10. in-manas shall provide the customer with further individual maintenance and support services to the extent and within the timeframe 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. 

3.11. If an extension developed by in-manas is not already expressly included in the service package selected by the customer when the contract is concluded, in-manas reserves the right to enable the customer to use this extension only against payment of a separate fee. If in-manas provides new versions, updates or upgrades of the INNO-VERSE SW platform during the term of this contract, these General Terms and Conditions shall also apply to these. 

3.12. If the Customer uses the "Trendradar " module of the INNO-VERSE SW Platform, the following supplementary provisions shall apply: 

3.12.1 The information and content generated by the "Trendradar" 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 contents to third parties or their distribution free of charge in any other way) is strictly prohibited. 

3.12.2 The authorisation to view and use the industry benchmarks on mega and macro trends requires that a licence for the module "Trend Radar" exists and that the customer agrees that in-manas may use the customer's data on benchmarking (i.e.: assessments on the relevance of mega and macro trends) in anonymised form for the creation of the industry benchmarks. The customer must agree to this data processing in advance in order to be able to use the "Trend Radar" module. 

4. rights of use 

4.1 in-manas shall remain the copyright owner of the INNO-VERSE SW platform and thus of the work, including the associated documents and other services rendered (e.g. computer programs). 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 of the aforementioned services as well as the individual workpieces and design originals shall also remain the property of in-manas and may be reclaimed at any time - in particular upon termination of the contract. 

4.2 The right to use the INNO-VERSE SW platform granted by in-manas comprises a non-exclusive, non-transferable, geographically unrestricted, paid 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 sublicense. The right of use shall only include those types of use with regard to the INNO-VERSE SW Platform which are absolutely necessary for use by the Customer in accordance with the purposes stated in item 1 of these General Terms and Conditions. in-manas expressly reserves all further rights with regard to the INNO-VERSE SW Platform and its components. 

4.3 In addition to these General Terms and Conditions, the User Agreement for the use of the INNO-VERSE SW Platform by the Customer and his employees (and, if applicable, by his contractual partners) shall apply in particular. 

4.4 The Customer shall not be permitted to transfer the provided services and in particular the access to the INNO-VERSE SW Platform 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 licence of use to third parties or to act as a provider of the INNO-VERSE SW platform itself using the services provided by in-manas, e.g. as a digital platform, or to use the software for private or commercial use vis-à-vis third parties for other purposes (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. 

4.5. in-manas shall not be obliged to provide new versions, upgrades or updates of the INNO-VERSE SW platform, unless this is absolutely necessary to remedy defects or this has been expressly agreed otherwise. Beyond the purposes of this contract, the customer shall not be entitled to use, reproduce, download or make available to third parties the contractual software or data other than his own data outside the agreed circle of users. 

4.6. 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 is necessary for an important reason, such as e.g. disruption of the service provision by subcontractors, and the relevant service features continue to be fulfilled. In-manas shall inform the customer of the change by e-mail at least three weeks before it comes into force. 

4.7 Depending on the licence package, the customer shall be entitled to grant access to the INNO-VERSE SW platform 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 INNO-VERSE SW platform beyond the agreed number of Users. The users are registered by the customer's administrator. The users may enter or change information on the INNO-VERSE SW platform themselves. 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 necessity to conclude the user agreement). 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 re-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 impermissible, for example, to use group accounts to increase a number of participants beyond the contractually agreed number, to use the platform as a mass data storage facility or to deliberately attempt to modify the platform outside 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 of this 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. 

4.8. in-manas is entitled to take appropriate technical measures to protect the INNO-VERSE SW platform from use not in accordance with the contract. The use of the INNO-VERSE SW platform in accordance with the contract may not be impaired more than insignificantly as a result. In the event of a user exceeding the scope of use in breach of contract or in the event of an unauthorised transfer of use, the customer shall, upon request, immediately provide in-manas with all information available to it for asserting claims due to the use in breach of contract, in particular the name and address of the user. 

4.9 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 INNO-VERSE SW platform including its contents to the extent agreed with in-manas. Unless expressly agreed otherwise with in-manas, the Customer is in particular not permitted to, 

(i) to provide consultancy services to third parties via the INNO-VERSE SW platform or its contents, 

(ii) to use the INNO-VERSE SW Platform 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 INNO-VERSE SW Platform for the development of products which compete with the products and/or services of in-manas, 

(iii) to enable third parties to use the INNO-VERSE SW Platform or its contents in any other way, or 

(iv) to use the INNO-VERSE SW platform or its contents for other purposes for private or commercial use vis-à-vis third parties. 

5 Obligations of the customer 

5.1 The system requirements (including suitable internet connection and hardware) for the use of the INNO-VERSE SW platform shall be created and maintained by the customer on his own responsibility and at his own expense. In addition, 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" available at www.inno-verse.com. The customer shall also be solely responsible for ensuring that the users have an internet connection, suitable software and hardware equipment, including routers and data communication equipment. The operation and maintenance of the technical requirements is the responsibility of the customer and not a subject of the software licence agreement with in-manas. 

5.2 in-manas cannot assume any responsibility for checking files stored by the customer within the framework of the use of the INNO-VERSE SW platform for virus security or potential damage. The customer is therefore obliged to take appropriate precautions himself. 

5.3 The Customer shall protect the user and access authorisation assigned to him or to the users named by him against 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 will be blocked after five incorrect password entries and can only be reactivated by the Admi-nistrator. 

5.4 The customer shall report errors 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. 

5.5 When using the INNO-VERSE SW platform and the contractual services, the Customer shall observe all applicable laws and other legal provisions, in particular those of the Republic of Austria. In particular, the customer is prohibited from placing data or contents on the INNO-VERSE SW Platform which violate legal provisions, infringe third-party property rights or copyrights or other rights of third parties. This applies in particular to compliance with labour and data protection regulations and regulations on employee inventions. The customer shall be responsible for the data and contents provided by him. in-manas shall neither 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 - insofar as this is permissible. 

5.6 The customer undertakes to indemnify in-manas and hold in-manas harmless from and against all claims by 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. 

5.7 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 observing a period of 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 of rights, 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. 

5.8 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. 

5.9 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. 

5.10. The customer is solely 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. 

5.11. Furthermore, the customer is subject to the following obligations: 

5.11.1 The customer may not adopt, adapt or integrate any of in-manas' proprietary information or any of in-manas' intellectual property rights in its own software or other products or services. Therefore, in particular, in-manas' proprietary information and the INNO-VERSE SW Platform may not be decompiled, disassembled or otherwise reverse engineered, intro-spected, reconstructed, replicated or modified by any means. 

5.11.2 The Customer may not distribute, sell, sublicense, rent, lease or use the INNO-VERSE SW Platform, the Third Party Code or the 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 this). 

5.11.3 The Customer shall not remove any product identification, proprietary, copyright, trademark or other notices from the INNO-VERSE SW Platform or the code of a third party provider. 

5.11.4 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 INNO-VERSE SW Platform. 

5.11.5 The Customer may not use the INNO-VERSE SW Platform 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. 

5.11.6 The Customer shall not intentionally use the INNO-VERSE SW Platform to promote copyright infringement or the use of copyright infringing material. 

5.11.7 The Customer shall not use any equipment, devices, software or other means designed to circumvent or remove any form of product key or copy protection used by in-manas in connection with the Contract Software. Furthermore, the Customer may not use the INNO-VERSE SW platform together with an authorisation code, product key, serial number or other copy protection device which is not provided by in-manas. 

5.11.8 The Customer may not use any unauthorised product keys or key codes or distribute or publish key codes unless in-manas has expressly authorised this in writing. 

5.12. If the Customer has been authorised by in-manas to grant sub-licence rights for the use of the INNO-VERSE SW Platform 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 pursuant to this Section 6. as well as under Section 14.) as if they were themselves customers of in-manas, (iii) observe the provisions on the intellectual property rights of in-manas and the scope of the rights of use under Section 5. of these Terms and Conditions and (iii) conclude the user agreement with in-manas or agree to it before using the INNO-VERSE SW Platform. 

6. licence fee 

6.1 For the licensing of the INNO-VERSE SW Platform 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 INNO-VERSE SW Platform depending, among other things, on the defined modules, the number of hubs, the number of users and the further utilisation options. 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 shall apply, which will be communicated on request. 

6.2 All stated remunerations and prices are exclusive of the statutory value-added tax applicable at the time. 

6.3 The payment periods and modalities in relation to the licence fee are set out in the offer from in-manas on which the licence agreement is based. If no corresponding provision is made therein, it shall apply 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. 

6.4. 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 relate in particular to the increase in material prices, the increase in prices for services, changes in exchange rates, wage changes, state interventions or if other comparable circumstances arise. 

6.5 The customer is not entitled to withhold payment of an amount due to in-manas. The customer's right to offset counterclaims against in-manas is excluded insofar as the customer's claims have not been recognised, 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. 

6.6 In the case of fixed-term licence agreements, in-manas has the right to change the prices and remuneration for the services covered by the agreement after expiry of the fixed term of the agreement in the event of an automatic extension of the licence agreement. 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 shall be 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. 

6.7 The customer is obliged to use or provide the INNO-VERSE SW platform 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 to circumvent the named-user model (e.g. group accounts), in-manas shall be entitled to claim the corresponding price difference for the increased price level on the basis of the actual number of users retroactively from the conclusion of the contract or to terminate the contract extraordinarily with immediate effect. 

7 Default 

7.1 In the event of default, the statutory default interest (§ 1000 para. 1 ABGB) shall apply to consumers and the statutory default interest (§ 456 UGB) shall apply to entrepreneurs. in-manas reserves the right to prove and claim higher default interest damages. The customer undertakes to bear all costs and expenses associated with the collection of outstanding debts, such as in particular reminder charges, collection fees or other costs necessary for appropriate legal action. 

7.2 During a delay in payment by the customer of an amount that is not relatively insignificant 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 blocking does not extend the period of use. 

7.3 The customer remains obliged to pay the licence fee in the event of a block. In addition to the block in-manas shall be entitled to terminate the contract prematurely by granting a grace period of 14 days in writing, whereby in-manas shall be entitled in this case to demand from the customer half of the fee owed by the customer for access to the INNO-VERSE SW platform until the end of the original term of the contract. 

8 Warranty 

8.1 in-manas shall be liable for defects of the contractual services in accordance with this Section 8, unless impairments are due to limitations in the availability of the system requirements (e.g. internet connection, browser) to be provided by the customer. Furthermore, a smooth function can only be guaranteed for the configuration made known to the customer by in-manas. 

8.2 The contracting parties agree that it is not possible to develop computer programs in such a way that they are error-free for all application conditions. in-manas warrants that the INNO-VERSE SW platform complies 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 1. 

8.3 The warranty provided by in-manas shall not apply to performance problems of the INNO-VERSE SW platform (i) which are caused by factors beyond the control of in-manas, (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 equipment of the Customer. Furthermore, the warranty does not cover defects caused by deviations from the conditions of use intended for the programme or defects in modified or edited versions of the software programme, unless it can be proven that existing defects are not related to faulty applications or inputs. 

8.4 If the customer is a consumer, the statutory warranty claims shall apply. If the customer is an entrepreneur, the following provisions shall apply in deviation from this: 

8.4.1 A warranty period of one year shall be deemed agreed for the INNO-VERSE SW platform provided by in-manas. The warranty period begins with the actual provision of the software to the customer. The existence of defects shall be proven by the customer. The applicability of § 924 ABGB (Austrian Civil Code) is excluded. 

8.4.2 The customer must immediately examine the purchased software solution within the meaning of §§ 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. 

8.4.3 In the event of a justified warranty claim, in-manas shall be 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 for the improvement or replacement to a reasonable extent. In the case of the use of 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 the rectification of defects is limited in time in an unreasonable manner, in-manas shall be released from its warranty obligations or the obligation to rectify defects. 

8.5 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 associated actions, insofar as this is reasonable for the customer. The customer shall provide in-manas with the necessary support, 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 settlements without prior written consent if this is in connection with alleged defects of title. 

8.6 The customer shall report defects 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. 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-manas in the analysis and containment of errors. Insofar as in-manas was unable to remedy the defect 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. 

8.7 Individual components of the in-manas software are subject to the MIT licence. The following 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. 

9. compensation for damages 

9.1 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. Should 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. 

9.2. in-manas shall not provide any warranty for defects and shall not be liable for damages that arise directly or indirectly due to incorrect installation or use, improper handling, negligent or intentional damage or unauthorised modification of the INNO-VERSE SW platform by the customer. 

9.3. in-manas assumes no liability and/or warranty for the correctness of the results or the results determined by the INNO-VERSE SW platform. The Customer shall be responsible for the correctness of the data entered and of company-related parameters and in-manas shall not assume any liability for the correctness of these entries. 

9.4 Within the scope of licensing the INNO-VERSE SW Platform, no liability shall be assumed for any success of any of the results developed with the help of the INNO-VERSE SW Platform (e.g. for a certain success of a strategy developed with the help of the INNO-VERSE SW Platform). 

9.5 Claims for damages against in-manas are excluded in their entirety in cases of slight negligence. Excluded from this is liability for personal injury. 

9.6 If the Customer is an entrepreneur, the following additional limitations of liability shall apply: 

9.6.1 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 that the software program complies with the performance specification valid at the time of conclusion of the contract and provided to the customer prior to 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 INNO-VERSE SW platform. 

9.6.2. in-manas shall not be liable for damages which are directly or indirectly attributable to instructions or notified specifications of the customer or abnormal working conditions at the customer's premises. 

9.6.3 Claims for damages against in-manas in cases of gross negligence or intent are limited to 100% of the respective order value. 

9.6.4 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 claims by third parties against the customer is excluded in all cases. 

9.6.5 Claims for damages must be asserted in writing against in-manas within four weeks of becoming aware of them and - if no agreement is reached in the meantime - must be asserted in court within six months of becoming aware of them, failing which they shall be forfeited. 

9.6.6 Recourse claims within the meaning of § 12 of the Product Liability Act (PHG) are excluded unless the party 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. 

9.7 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. its 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 Data protection and data security 

10.1 Both contracting parties shall observe the applicable provisions of data protection law, in particular those valid 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. In addition, both contractual partners shall implement the necessary technical and organisational measures for the protection of personal data in order to comply with the applicable data protection regulations. The data protection declaration of in-manas is available on the website of in-manas at https://www.inno-verse.com/datenschutz/. 

10.2 The customer is the responsible party in the sense of data protection law. It is agreed that the customer is "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 authority to dispose of all personal data processed by him (in particular: data entered, data processed, data stored, data issued). in-manas and all parties involved in the execution of the contract on the part of in-manas 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 customer and any commissioned data processing contract to be concluded. 

10.3. 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 distribution of the INNO-VERSE SW platform shall only 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. 

10.4 The processing of the INNO-VERSE SW platform as well as the data stored by the Customer in the context of the use of the INNO-VERSE SW platform shall be carried out by a computer centre located within the European Union. 

10.5 The Customer and in-manas shall conclude a corresponding commissioned data processing agreement 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 computing 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 and for the purpose 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 by the persons concerned). 

10.6 If the customer collects, processes or uses personal data in connection with the contract with in-manas, the customer warrants that it 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 any claims of third parties in the event of a breach. The processing of special categories of personal data as defined in Art. 9 DSGVO with the INNO-VERSE SW Platform is strictly prohibited. 

10.7 To the extent that in-manas is able to do so due to the nature of the processing, in-manas shall support the Customer in such a way that the Customer is able to fulfil the rights of the data subjects pursuant to Chapter 3 of the DSGVO (information, disclosure, correction and deletion, data portability, objection as well as 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 para. 3 lit. 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 item 6 of this agreement in the event that the customer avails itself of the aforementioned support service. 

10.8. in-manas shall provide a system which is currently state of the art and meets customary security standards to a high degree, in particular: 

- Access & work via a secured internet connection (SSL - encryption); 

- Verification of password security based on development standards; 

- Hosting on servers of Hall AG in Hall in Tirol, Austria; 

- Possibility to set a customised session timeout and to restrict access to specific IP addresses. 

Despite these high security standards, no guarantee can be given for possible attacks from outside (such as malware). The INNO-VERSE SW platform is therefore not to be used by the customer for critical or particularly sensitive business areas. 

11. test phase 

11.1. 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 shall be no claim 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 INNO-VERSE SW platform will then be activated completely or to the extent of the order. From this point in time, the contractual term shall also commence and the licence agreement in accordance with the order confirmation shall come into force. in-manas reserves the right to reject orders without giving reasons and to switch off the INNO-VERSE SW platform immediately after the expiry of the test period. In the event of continued access, the period of use shall be limited to the period of use specified in the order confirmation. 

11.2 During a test period, the Customer is strictly prohibited from making copies, screenshots, etc. of the INNO-VERSE SW Platform as a whole or of individual components, concepts and/or results. 

12 Duration and termination of the contract 

12.1 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. 

12.2 The right to use the INNO-VERSE SW platform to the extent agreed and ordered shall exist for the duration of the licence granted ("licence term"). The Licence Term corresponds to the duration of the licence agreement concluded with in-manas. The Customer's right to use the INNO-VERSE SW Platform shall end upon expiry of the Licence Term. 

12.3 If the contract on the licensing of the INNO-VERSE SW Platform has been concluded between in-manas and the Customer for a fixed term, the following provisions shall apply: 

12.3.1 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 the event of timely notification, the contract shall end upon expiry of the contract term.  

12.3.2 If a notification pursuant to item 13.2.1. is not made or not made in due time, the duration of the contract shall be extended again (also repeatedly) by the originally agreed contract term. The provision under this clause 13.2. shall also apply to such an extended contract. 

12.4 If the contract on the licensing of the INNO-VERSE SW Platform 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. 

12.5 Both parties have the right to terminate the contract with immediate effect for good cause. For in-manas, good cause entitling to extraordinary termination shall be deemed to exist in particular in the following cases: 

12.5.1. the licence fees are not paid by the customer within 14 calendar days after receipt of a payment reminder from in-manas; 

12.5.2. the Customer commits a material breach of any provision of the Agreement with in-manas and such breach is not remedied within 20 calendar days after in-manas has notified the Customer of such breach; 

12.5.3. the Customer disputes or challenges any of in-manas' Intellectual Property Rights or claims any of in-manas' Intellectual Property Rights for itself or directly or indirectly assists a third party in any of the aforementioned acts; 

12.5.4. the customer ceases business operations without legal successor. 

12.6 All notices of termination under this Agreement shall be in writing or by email to be effective. 

12.7 In the event of termination of the contractual relationship, irrespective of the reason, the parties shall be obliged to wind up the contractual relationship in an orderly manner. For this purpose in-manas shall in particular 

12.7.1. hand over the customer's data stored within the scope 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 a maximum of 4 weeks after the end of the contract term. 

12.7.2. delete the customer's data immediately after confirmation of the successful transfer and destroy all copies made. 

12.8 Upon termination of the contract, the customer's right to use the INNO-VERSE SW platform shall expire. 

13 Right of withdrawal of consumers 

13.1 According to § 11 of the Distance and Off-premises Selling Act (FAGG), consumers have the right to revoke a contract concluded at a distance or off-premises. Any natural person who acts for purposes that are not part of his or her commercial, business or professional activities shall qualify as a consumer. 13.2. 

13.2 The customer is provided with digital content on the INNO-VERSE SW platform. However, in-manas cannot fulfil the contract until the right of revocation has expired, since otherwise the customer would not be liable to pay for services already provided in the event of revocation of the contract within the revocation period, or in-manas would not be entitled to the corresponding remuneration for this period. Since customers normally want access to the INNO-VERSE SW platform immediately and not 14 days after conclusion of the contract, it is possible to agree on an exception to the right of revocation. For this, the following conditions must be fulfilled (cf. § 18 para. 1 no. 11 FAGG): 

13.2.1 The customer must expressly waive his 14-day right of withdrawal when concluding the contract and acknowledge that the provision of digital contents as well as access to the INNO-VERSE SW platform will take place before expiry of the 14-day withdrawal period. The customer must expressly agree that in this case he is no longer entitled to the right of withdrawal. 

13.2.2 With the express consent of the customer, his knowledge of the loss of the right of withdrawal and after provision of a confirmation of the concluded contract on a durable medium (paper, e-mail), which contains the legal information (confirmation of consent to immediate commencement and confirmation of the consumer's knowledge of the loss of the right of withdrawal), access to the INNO-VERSE SW platform can be activated immediately for use by the customer. 

13.3 The following provisions shall apply to contracts concluded outside the business premises of in-manas, i.e. also in distance selling in the web shop, by e-mail or by telephone, and for which no loss of the right of withdrawal has occurred. 

13.4 Cancellation policy - right of cancellation 

13.4.1 The consumer has the right to revoke this contract within 14 days without stating any reasons. 

13.4.2 The withdrawal period is 14 days from the date of conclusion of the contract. 

13.4.3 In order to exercise the right of withdrawal, the consumer must inform in-manas: intelligent ma-nagement solutions GmbH, Kochstraße 1, 6020 Innsbruck, e-mail: office@in-manas.com, by means of a clear declaration (e.g. a letter or e-mail sent by post) of his decision to withdraw from this contract. The consumer may use the attached model withdrawal form, which is not mandatory. 

13.4.4 In order to comply with the withdrawal period, it is sufficient for the consumer to send the notification of the exercise of the right of withdrawal before the expiry of the withdrawal period. 

13.5 Consequences of withdrawal 

13.5.1 If the consumer revokes the contract in accordance with this point, in-manas must reimburse all payments made by the consumer, including delivery costs if applicable, without delay, but no later than 14 days after receipt of the notice of revocation. in-manas must use the same means of payment for the repayment as the consumer used to make his payment; however, the use of a different means of payment is permissible if this has been expressly agreed with the consumer and the consumer does not incur any costs as a result. 

14 Confidentiality 

14.1 The customer may not disclose any information concerning intellectual property and industrial property rights, neither during the term of the contract nor after its termination. 14.1 The Customer shall not, either during the term of the Contract or after its termination, disclose any information relating to in-manas' intellectual property and industrial property rights and/or any confidential proprietary information, whether technical or non-technical, if such information has been designated by in-manas as confidential information and disclosed to the Customer in accordance with this Contract or if its confidentiality is readily apparent from its nature or content, including but not limited to confidential information relating to the INNO-VERSE SW Platform (together referred to as "Confidential Information"). 

14.2 Each party shall take reasonable steps to safeguard the Confidential Information and to protect the Confidential Information against disclosure, misuse, spying, loss, unauthorised use or theft. The Parties shall require their employees and contractors to also keep the Confidential Information confidential. 

14.3 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. The disclosure of such information and documents is expressly not permitted unless this has been expressly agreed. 

14.4 The obligation to keep the confidential information secret shall survive this contract and shall remain in force as long as the confidential information has not become known to the public. 

15. final provisions 

15.1 Subsidiary agreements, deviations, amendments and supplements to these General Terms and Conditions of Business shall only be valid if in-manas expressly confirms them in writing. The employees of in-manas are not authorised to make verbal ancillary agreements or to give verbal assurances which go beyond the content of the written contract or these General Terms and Conditions of Business or deviate from it. 

15.2 The Customer may only transfer the rights and obligations under this contract with the prior written consent of in-manas. 

15.3 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. 

15.4 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. 

15.5 The place of performance is the registered office of in-manas. All disputes arising from this contract, including the question of its valid conclusion and its pre- and post-effects, shall be decided exclusively by the competent court at the registered office of in-manas. in-manas shall furthermore have the right to sue the customer at the customer's general place of jurisdiction. 

15.6 Should any provision of these General Terms and Conditions be wholly or partially invalid or unenforceable, 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, 17.01.2023 

in-manas: intelligent management solutions GmbH 

A 6020 Innsbruck, Kochstraße 1 

phone: +43 512 552063 

e-mail: office@in-manas.com 