1. Principles and scope

1. The founders of in-manas: intelligent management solutions GmbH, FN 456942 z, Kochstraße 1, 6020 Innsbruck (hereinafter “in-manas”) can draw on many years of business consulting and training experience. in-manas has created a digital management platform that gives companies access to a variety of selected management tools and relevant (management) knowledge for use by their own company. The customer's access to this management platform is web-based using a software-as-a-service solution (the digital management platform and the software together referred to as “in-manas software solution”). When ordered, the software is licensed for a specific period of time and operated in a specialized data center. The framework conditions of the in-manas program are explained in more detail below and the contractual terms and obligations of the contractual partner and in-manas are defined.
2. These general terms and conditions of use 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 current and future legal relationship between the contracting parties, even if no express reference is made to them. In particular, they also apply to free use of the in-manas software solution during a free trial period.
3. The customer's general terms and conditions are not part of the contract with in-manas, even if they appear or are mentioned on an order or on other customer documents. The customer's changing or supplementary contractual terms 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 that he is an entrepreneur in the above sense.
5. in-manas has the right to amend or supplement these general terms and conditions as well as the service description on in-manas websites at any time. The customer will be notified of changes to the general terms and conditions via homepage and by email. If the customer does not agree with the changes, he can cancel the contract with in-manas within 30 days of receipt of the change notice, otherwise the changes will apply upon notification.

1. Offer and conclusion of contract - EULA
   1. A contract between in-manas and the customer is concluded — as a rule, should nothing else result from the specific negotiation process with a customer — when the customer places an order on the basis of an offer prepared by in-manas. With 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 use. For documentation reasons, after acceptance of the offer, in-manas also issues an order confirmation, which is signed by both the customer and in-manas.
   2. A mandatory requirement for using the in-manas software solution is also that the customer and every user of the customer concludes with in-manas a user agreement in accordance with Appendix 2.2 (hereinafter the “EULA”), which regulates the rights and obligations of every user of the in-manas software solution.
2. Collaboration — contacts
   1. The customer employee concluding this contract for the customer is available in-manas as a contact person, as long as another contact person has not been expressly named by the customer. The respective contact person with the customer will in particular provide the information necessary to carry out this contract and is considered entitled to make legally binding decisions. Changes in the person of the contact person must be reported immediately to in-manas.
3. Subject of contract: in-manas software solution
   1. The “in-manas software solution” is copyrighted standard software developed by in-manas, which cannot and may not be further adapted as agreed upon in a contract. The scope of the services to be provided by in-manas to the customer during the contract period (not during a free trial period) is determined exclusively in accordance with the user documentation in accordance with Section 4.2.
   2. The in-manas software solution is a world of digital solutions that — depending on the scope of services ordered in each individual case — gives the customer access to various modules and functionalities, such as
      1. Analysis tools (survey systems and logics)
      2. Collaboration tools (e.g. ideation, research boards,...)
      3. selected management tools
      4. relevant (management) knowledge,
      5. developments relating to trends and innovations;
      6. Mobile app solution functionality.
   3. Upon conclusion of the contract, the customer acquires a license to use the in-manas software solution to the agreed extent and scope 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, any user documentation agreed with in-manas and the order confirmation from in-manas.
   4. The in-manas software solution is made available to the customer exclusively for use in a web-based way using computer programs to display websites on the World Wide Web. For the purpose of making the in-manas software solution available to the customer, in-manas uses the services of third parties (hereinafter referred to as “service providers”). 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 (it is therefore not possible to install the in-manas software solution locally, for example).
   5. The customer is obliged to check the functionalities of the licensed software solution within the first 14 days of delivery and to test all functions relevant to his use case and make the relevant settings. Within these first 14 days, the customer — regardless of whether it is a fixed-term or open-ended license agreement — can withdraw from the contract concluded with in-manas in writing at any time. Unless a withdrawal is made, the licensed software solution is considered to have been approved by the customer free of defects and the contract concluded with in-manas runs until a corresponding termination. The customer is expressly prohibited from making copies or screenshots of the software or individual elements of it for his own or third-party purposes or from using them in any other way within these first 14 days.
   6. In individual cases, in-manas can grant the customer access to the in-manas software solution as part of a free trial period. During a free trial period for the customer, in-manas reserves the right to provide the in-manas software solution only in a limited range of functions. The test phase is intended to familiarise the customer with the structure and system of the in-manas software solution. During the test phase, the customer is expressly prohibited from making copies or screenshots of the software or individual elements of it for his own or third-party purposes or from using them in any other way.
   7. The in-manas software solution provided to the customer is generally available 24 hours a day, seven days a week (“operating time”), subject to required maintenance times. The average annual availability is 95%. During remaining periods (“maintenance periods”), the Application may still be available, with interruptions and restrictions, as appropriate. The customer is not entitled to a price reduction for these periods. in-manas reserves the right to set the time and duration of maintenance periods. If maintenance work is required, in-manas will inform the customer as far as possible in good time by e-mail or by providing information on the IN-MANAS homepage. No liability on the part of in-manas can be derived from interruptions in operating time for which in-manas is not responsible (e.g. power outages).
   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 harmful access or data is not possible. If a risk cannot be eliminated in any other way that is technically and economically appropriate and promising, in-manas is entitled to delete the customer's data containing harmful content. in-manas will inform the customer of this. In-manas is only liable for any damage suffered by the customer as a result of intent or gross negligence on the part of in-manas, legal representatives or vicarious agents of in-manas.
   9. in-manas assumes the general maintenance and development of the contract software, in particular the diagnosis and elimination of defects within a reasonable period of time. The software changes associated with general maintenance/development are made as part of a general development program and are based on customer needs that affect a majority of companies. in-manas is entitled to change and further develop the specific design of the software as long as the relevant characteristics are retained. Customer-specific adjustments are not possible in this development program and must be agreed separately.
   10. in-manas will provide the customer with further individual maintenance and support services within the scope and time frame appropriate 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.
   11. 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 allow the customer to use this extension only in return for 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 also apply to them.
   12. If the customer uses the “Trend Lab” module of the in-manas software solution, the following additional regulations 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 the customer's contractual partners. Use outside of these purposes (e.g. publishing the generated information and content to third parties or sharing it free of charge in any other way) is strictly prohibited.
       2. Authorization to view and use industry benchmarks on mega and macro trends requires that there is a license for the “Trend Lab” module and the customer agrees that in-manas may use its own benchmarking data (i.e.: assessments of the relevance of mega and macro trends) in anonymized form to create the industry benchmarks. A corresponding declaration of consent must be submitted before using the industry benchmarks.
4. Rights of use
   1. in-manas remains the author of the work, including the associated documents and other services provided (e.g. computer programs). These copyrighted services include all in-manas services, in particular those relating to presentations such as, for example, ideas, sketches, preliminary drafts, final drawings, concepts. Individual parts from the above-mentioned services, as well as the individual workpieces and design originals, remain the property of in-manas and can be reclaimed at any time - in particular upon termination of the contract.
   2. The right granted by in-manas to use the in-manas software solution includes a non-exclusive, non-transferable, locally unlimited, paid user license within the agreed range 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 includes only those types of use with regard to the in-manas software solution that are absolutely necessary for use for the customer's own company in accordance with the purposes set out 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 in particular applies to the use of the in-manas software solution by the customer and his employees (and possibly by his contractual partner).
   4. The customer is not permitted to transfer the provided services and in particular the provided in-manas software solution to third parties for sole use or commercial use (unless this has been expressly agreed otherwise with in-manas). It is also not permitted to pass on the provided services and software to third parties or to act as a provider of the in-Manas software solution yourself using the services and software provided by in-manas, e.g. as a digital management platform, or to use the software for private or commercial use by third parties for other purposes (unless this has been expressly agreed otherwise). Use for purposes of affiliated companies within the meaning of § 15 ff. 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 the defect or has been expressly agreed otherwise. Beyond the purposes of this contract, the customer is not entitled to use, reproduce, download or make available to third parties outside the agreed user group 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 features and functionalities remain essentially the same. The change is reasonable in particular if it is necessary for good cause, such as disruption of service provision by subcontractors, and the relevant service features continue to be met. in-manas will inform the customer of the change by e-mail at least three weeks before it comes into force.
   7. The customer is entitled to grant natural persons (“users”) access to the in-manas software solution in accordance with the number of users selected by him and agreed with in-manas. The customer is not entitled to allow other people to use the in-manas software solution in addition to the agreed number of users. The users are registered by the customer's administrator. Users can enter or change information themselves on the in-manas software solution platform. The customer must ensure that registration and use by the selected persons complies with the legal framework (e.g. declarations of consent are available, data protection regulations are met, reference to the need to conclude the EULA). in-manas cannot be prosecuted for non-compliance with these and also enjoys protection of confidentiality in this regard. The customer undertakes to indemnify in-manas from any claims made by third parties in connection with the failure to comply with legal requirements when registering 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. For example, the use of group accounts to increase the number of participants beyond the contractually agreed number, the use of the platform as mass data storage, or the intentional attempt to change the platform outside of its configurability is therefore prohibited. As soon as the customer has evidence that the usage and access rights have been obtained unlawfully by a third party or could be misused, the customer is obliged to immediately inform in-manas of this. The user is obliged to actively and directly cooperate in restoring 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 use of the in-manas software solution in accordance with the contract must not be affected more than insignificantly. 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 must immediately provide in-manas with all information available to him to assert claims due to the use contrary to the contract, in particular to provide in-manas with the name and address of the user.
   9. Any transfer 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 otherwise expressly agreed with in-manas, the customer is in particular not allowed to
      1. to provide consulting services to third parties using in-manas software or its content,
      2. to use the in-manas software or its content to act as a digital management platform provider yourself or to support third parties in doing so, or otherwise use the in-manas software solution to develop products that compete with in-manas products and/or services,
      3. to otherwise enable third parties to use the in-manas software or its content, or
      4. to use the in-manas software or its content for private or commercial use by third parties for other purposes.
5. Customer obligations
   1. The system requirements (including suitable Internet connection and hardware) for using the in-manas software solution are to be created and maintained by the customer on his own responsibility and at his own expense. The customer will also be solely responsible for ensuring that users have an Internet connection, suitable software and hardware equipment, including routers and means of data communication in accordance with the provisions under www.in-manas.com have a visible “System Requirements” description. Servicing and maintaining the technical requirements is the responsibility of the customer and not the subject of the software license agreement with in-manas.
   2. In-manas cannot check for virus safety or potential malware for files saved by the customer as part of the use of the in-manas software solution. The customer is therefore obliged to take appropriate precautions himself.
   3. The customer will protect the user and access authorization assigned to him or the users named by him from access by unauthorized third parties and will not pass it on to unauthorized users (i.e. users in excess of the contractually agreed number of users or users who are not registered themselves but use the access rights of others). The transfer of login data from registered users to third parties is not permitted. The customer undertakes to oblige the users named by him and authorized within the scope of the contractual authorization 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 will immediately report errors in the contractual services in writing and state how and under what circumstances the fault or defect occurs and actively assist in-manas in troubleshooting.
   5. When using the in-manas software solution and the contractual services, the customer will comply with all applicable laws and other regulations, in particular those of the Republic of Austria. In particular, the customer is prohibited from adding data or content to the in-manas software solution that violates legal regulations, violates third-party property rights or copyrights or other rights of third parties. This also applies in particular to compliance with employment and data protection regulations and regulations on employee inventions. The customer is responsible for the data and content provided by him. in-manas neither checks the content for accuracy nor for any rights of third parties. In-manas will comply with official orders immediately after informing the customer — if permitted.
   6. The customer undertakes to indemnify in-manas from all claims by third parties based on the data and other content posted by the customer, his employees or users named by him and to hold them harmless and unlawfully. This applies in particular to claims by third parties due to breaches of Section 6.4 by the customer.
   7. In the event of a significant breach by the customer of its obligations under the contract with in-manas, in-manas is entitled to terminate the contractual relationship with immediate effect for good cause and without notice. The customer is required to pay compensation for damage caused in-manas as a result of the above measures. If the customer is responsible for the infringement, he is obliged to compensate in-manas for the resulting damage, including lost profit. In the event of justified termination for good cause, there is no claim for repayment of fees or other payments already made.
   8. The customer must also indemnify in-manas from third-party claims and hold them harmless and indemnified in this regard due to a breach of contractual obligations by the customer.
   9. The customer is also obliged to comply with his obligations in accordance with the “Additional Data Protection Agreement”, which is also an integral part of the contract.
   10. The customer alone is responsible for compliance with commercial and tax law retention periods. In addition, in-manas does not check for virus safety or potential malware for files stored by the customer on the platform.
   11. The customer also has the following obligations:
       1. The customer may not adopt, adapt or integrate any of in-manas's protected information or any of in-manas' intellectual property rights into its own software or other products or services. Therefore, in particular, the copyrighted information from in-manas and the in-manas software solution may not be decompiled, disassembled or otherwise reverse engineered, introspected, reconstructed, imitated or modified by any means.
       2. The customer may not distribute, sell, sub-license, rent, lease or use the in-manas software solution, third-party code or sample code (or part of it) 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).
       3. The customer may not remove any product identifiers, proprietary, copyright, trademark, or other notices from the in-manas software solution or third-party code.
       4. The customer may not publicly disseminate performance information or analysis (including but not limited to benchmarks) from any source in connection with the in-manas software solution.
       5. The customer may not use the in-manas software solution in a way or for a purpose that violates applicable law or the rights of third parties, in particular intellectual property rights, data protection rights or public 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 intended to circumvent or remove forms of product key or copy protection used by in-ma-nas in connection with the contract software. Furthermore, the customer may not use the in-manas software solution together with an authorization code, product key, serial number or other copy protection device that is not provided by in-manas.
       8. The customer may not use unauthorized product keys or keycodes, or distribute or publish keycodes, unless in-manas has expressly approved this in writing.
       9. The customer may not use the contract software to develop a product that is in competition with one of the in-manas products.
   12. If the customer has been authorized by in-manas to grant sublicense rights to its contractual partners to use the in-manas software solution, the customer must ensure that its sublicensees (i) comply with all obligations applicable to the customer in accordance with these conditions (in particular the obligations under this point 6 and in accordance with point 14.) as if they themselves were customers of in-manas, (iii) the regulations on intellectual property Observe in-manas' rights and the scope of the rights of use in accordance with point 5. of these terms and conditions and (iii) before using in-manas software solution conclude or agree to the user agreement with in-manas.
6. license fee
   1. For licensing the in-manas software solution, the customer must pay license fees, as specified in the offer and order confirmation. The license fee consists of an annual basic fee for the provision of the in-manas software solution, depending on the desired number of levels that can be represented in the software (e.g.: business areas, countries) with their own rights structure as well as the defined service areas and the desired number of users. Insofar as in-manas provides further services not expressly mentioned in the order and order confirmation at the customer's request, the prices valid at in-manas apply, which are provided upon request. If sublicenses are awarded by the customer, further fees will apply.
   2. All fees and prices mentioned are exclusive of the applicable statutory value added tax.
   3. The payment terms and modalities with regard to the license fee result in each case from in-manas on which the license agreement is based. If it does not provide for a corresponding provision, 100% of the license fee for the contract period must be paid for the contract period with fixed contract terms upon assignment. All other in-manas services (e.g. separate consulting, maintenance or support services) are invoiced separately immediately after delivery. 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 to the extent that they are affected by price increases at sub-suppliers. These price changes relate in particular to the rise in material prices, the rise in prices of services, changes in exchange rates, wage changes, government interventions, or when there are other comparable circumstances.
   5. The customer is not entitled to withhold payment of an amount due in-manas. The customer's right to offset counterclaims against in-manas is excluded if the customer's claims have not been acknowledged, are undisputed, or have been legally established by a court. The customer can 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 license agreements, after expiry of the fixed contract period, in-manas has the right to change the prices and remuneration for the services covered by the contract in the event of an automatic extension of the license agreement. However, such a price change is permitted no earlier than twelve months after the conclusion of the contract and only once a year. in-manas will give the customer written notice of the change no later than six weeks before it takes effect. In the event that the customer does not accept the price increase, he is entitled to cancel the contract in its entirety with a notice period of one month to the end of the calendar month, provided that the price increase amounts to more than 10% of the previous price. In the event of termination, the prices not increased until the termination takes effect 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 license 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 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 extraordinarily terminate the contract with immediate effect.
7. arrears
   1. In the event of default, corporate default interest is considered agreed to by law (Section 456 UGB). in-manas reserves the right to prove and claim higher default interest losses. The customer undertakes to bear all costs and expenses associated with the collection of outstanding receivables, such as in particular reminder charges, collection fees or other costs necessary for appropriate legal action.
   2. In the event of a delay in payment by the customer for 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 restores access to the contract software. The period of suspension does not extend the period of application.
   3. In the event of a suspension, the customer remains obliged to pay the license fee. In addition to the suspension, in-manas is entitled to terminate the contract early by setting a grace period of 14 days at the same time, in which case in-manas is entitled to claim from the customer half of the fee owed by the customer up to the end of the original term of the contract for access to the in-manas software solution.
8. warrant
   1. In-manas is liable for defects in the services covered by the contract in accordance with this Section 9, insofar as effects are not based on restrictions on the availability of the system requirements known to him by the customer (e.g. Internet connection, browser). Furthermore, smooth functioning can only be guaranteed for the configuration announced by in-manas to the customer.
   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 guarantees compliance 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 operating conditions of the software as well as system requirements. Reference is expressly made to point 10.9.
   3. The warranty provided by in-manas does not apply to performance problems with the in-manas software solution, (i) caused by factors beyond in-manas' control, (ii) which arise directly from actions or omissions of the customer or third parties, or (iii) arising from the customer's data structure, operating environment or devices. The warranty also does not extend to defects caused by deviations from the operating conditions intended for the program, or to defects in amended or edited versions of the software program, unless it is proven that existing defects are not related to faulty applications or inputs.
   4. A warranty period of one year is considered agreed for the in-manas software solution provided by in-manas. The warranty period begins when the software is actually made available to the customer. The applicability of Section 924 ABGB is excluded. The customer must immediately examine the purchased software solution in accordance with Sections 377 and 378 UGB and report any defects that occur immediately, specify and in writing.
   5. If a warranty claim is justified, in-manas is free to comply with this by replacement or improvement. Subject to mandatory legal provisions, in-manas reserves the right to fulfill the warranty claim at its own discretion by improving, replacing or reducing the price. The customer must grant in-manas the necessary time and opportunity to an appropriate extent for the improvement or exchange. When using third-party software that has licensed in-manas for use by the customer, the elimination of defects consists in the procurement and installation of generally available upgrades, updates or service packs. If the customer refuses to correct the defect or if this is unreasonably limited in time, in-manas is released from its warranty obligations or the obligation to remedy the defect.
   6. In the event of alleged legal defects, the customer is obliged to immediately inform in-manas in writing of third-party claims and the customer gives in-manas exclusive control over the defense and related actions, insofar as is reasonable for the customer. The customer provides in-manas with the necessary support, necessary information and authority to carry out the actions necessary for a defense. The customer undertakes not to accept any claims or conclude a settlement without prior written consent should this be related to alleged legal deficiencies.
   7. The customer will immediately report defects in-manas in writing, specifying how and under what circumstances the fault or defect occurs and actively assist in-manas in troubleshooting. The customer is obliged to provide verifiable documents on the nature and occurrence of deviations from the service description and to cooperate and assist in analyzing and narrowing down errors. Insofar as in-manas was unable to remedy the defect as a result of failure to report the defect, the customer is not entitled to derive or reduce rights from the defect.
   8. Individual components of in-manas software are subject to the MIT license. The following terms of the MIT license apply to these components in terms of 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.

In addition, individual components of in-manas software are subject to the BSD3 license. The following terms of the BSD3 license apply to these components in terms of 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 RESULENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE ARISING) IN ANY WAY OF USING THIS SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

1. indemnity
   1. Claims for damages against in-manas are completely excluded in cases of slight negligence. Liability for personal injury is excluded from this.
   2. Claims for damages against in-manas in cases of gross negligence or intent are limited to 100% of the respective order or order value.
   3. Compensation by in-manas for subsequent damages, pure financial losses, indirect damage, lost profit, interest losses, damage due to loss of data and damage arising from third-party claims against the customer is excluded in any case.
   4. Claims for damages must be made in writing against in-manas within four weeks of becoming aware of them and — insofar as no agreement has been reached in the meantime — be asserted in court within six months of becoming aware of them, otherwise they have lapsed.
   5. in-manas is not liable for damage that is directly or indirectly attributable to instructions or specifications provided by the customer, improper handling, intentional damage, negligence, abnormal working conditions, or an unauthorized change of the in-manas software solution by the customer.
   6. It is stated that, as part of the licensing of the in-manas software solution, no liability is assumed for any success of any of the results developed using the in-manas software solution (e.g. for a specific success of a strategy developed using the in-manas software solution).
   7. in-manas does not guarantee defects and is not liable for damage resulting from faulty installation or use, misuse or negligence on the part of the customer. Furthermore, in-manas assumes no liability and/or guarantee for the accuracy of the results or the results obtained by the in-manas software solution. The customer himself is responsible for the accuracy of the entered data and company-related parameters and in-manas assumes no liability for the accuracy of these entries.
   8. Claims for recourse within the meaning of Section 12 Product Liability Act (PHG) are excluded, unless the person entitled to recourse proves that the fault was demonstrably caused within the sphere of in-manas and was at least grossly negligent. The applicability of Section 933b ABGB is excluded.
   9. Insofar as in-manas is not liable to the customer in accordance with the provisions of this section, the customer shall indemnify and indemnify in manas against third-party claims that fall within the customer's sphere (e.g. its customers, employees, etc.). The limitations of this section do not apply insofar as mandatory statutory regulations, in particular the provisions of the Product Liability Act, do not allow 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) that require 100% availability and reliability. Should such use result in any third-party claims or demands against in-manas, the customer in turn agrees to indemnify and indemnify in-manas and its affiliates, agents, contractors, employees, officers and directors 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 conditions of use. in-manas guarantees compliance of the software program 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 operating conditions of the software. in-manas is not liable for minor deviations from the agreed specifications or for only minor restrictions of applicability the in-manas software solution.
2. Privacy and data security
   1. Both contractual partners will comply with the applicable data protection regulations, in particular those applicable in Austria, and oblige their employees employed in connection with the contract to comply with data secrecy, unless they are already generally required to do so. Both contractual partners will also implement the necessary technical and organizational measures to protect personal data in order to comply with the applicable data protection regulations. The in-manas privacy policy is available on the in-manas website at www.in-manas.com/privacy-protection/ retrievable.
   2. The customer is responsible in terms of data protection law. It is agreed that the customer is the “master of the data” both generally in the contractual relationship and in terms of data protection law. The customer is the sole owner with regard to the right 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 in-manas's side 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 customer is solely responsible for the collection, processing and use of personal data. The customer must obtain all necessary consent from the data subject so that in-manas can process personal company data in accordance with the contract concluded with the customer and any order data processing contract to be concluded.
   3. in-manas uses the personal data provided by the customer as part of the contractual relationship exclusively to provide the functionalities ordered by the customer. In-manas and/or in-manas sales partners involved in the sale of the in-manas software solution exclusively carry out a non-personal inspection of the in-manas software by the customer for support purposes or for the purpose of improving or developing the software.
   4. 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 by a data center located within the European Union.
   5. The customer and in-manas will conclude a corresponding order data processing contract, which specifies exactly which personal data in-manas should process for the customer. The duration of order processing by in-manas or the data center corresponds to the term of this contract. As part of order data processing, in-manas undertakes to process the data exclusively as part of the customer's orders and for the purpose of fulfilling the contract with the customer. The customer must also ensure that all necessary data protection requirements for the processing of this data are met (in particular any declarations of consent from data subjects).
   6. If the customer collects, processes or uses personal data in connection with the contract with in-manas, he guarantees that he is entitled to do so in accordance with the applicable provisions, in particular data protection law, and will indemnify and indemnify third-party claims in the event of a breach of in-manas. The processing of special categories of personal data within the meaning of Art. 9 GDPR using the in-manas software solution is strictly prohibited.
   7. As far as in-manas is possible due to the type of processing, in-manas will support the customer so that the customer can fulfill the rights of data subjects under Chapter 3 of the GDPR (information, information, correction and deletion, data portability, objection and automated decision-making in individual cases) at any time within the legal deadlines. In-manas will also assist the customer in complying with the duties of the person responsible under Articles 32 to 36 GDPR within the meaning of Article 28 (3) (f) GDPR with regard to the present order processing, insofar as this is possible in the type of order processing. In the event of use of the above support service by the customer, in-manas will be charged a separate fee of EUR 150.00 per hour in addition to the remuneration in accordance with point 7 of this contract.
   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 development standards;
      3. Hosting on the in-Manas server in a secure data center (ISO certificate 27000 ISMS, located in Frankfurt a.M./Germany);
      4. Ability to set a custom session timeout and 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 in-manas software solution is therefore particularly not to be used by the customer for critical or particularly sensitive areas of the company.

1. Test phase
   1. in-manas may — at its own discretion — give potential customers the opportunity to test the platform with limited functions free of charge for a defined period of time (there is no entitlement to a free trial period). During the test phase, only synthetic test data may be used 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 are entering into any future obligations. If the customer decides to order, it will be checked by in-manas and, after an order confirmation has been issued by in-manas, the in-manas software solution will then be activated in full or to the extent of the order. From this point on, the contract period also begins and the license agreement in accordance with 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. If access continues, 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 and the in-manas software solution as a whole or individual components, concepts and/or results.
2. Contract period and termination
   1. The duration of the contract between in-manas and the customer — and thus the license period — is determined by the customer and in-manas together in the 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 license grant (“license period”). The license period corresponds to the duration of the license agreement concluded with in-manas. When the license period expires, the customer's right to use the in-manas software solution ends.
   3. If the contract for licensing the in-manas software solution has been concluded between in-manas and the customer for a specific period of time, the following regulations apply:
      1. Each party must notify the other party no later than 3 months before the end of the contract period, unless they wish to extend the contract any further. In the event of timely notification, the contract ends at the end of the contract period.
      2. If a notification in accordance with point 13.2.1 is not made or is not made in due time, the duration of the contract will be extended again (even repeatedly) by the original agreed contract period. The provision in accordance with this point 13.2. also applies to such an extended contract.
   4. If the contract for licensing 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 at the end of each calendar month, subject to a 6-month notice period.
   5. Both parties have the right to terminate the contract with immediate effect if there is good cause. There is an important reason for in-manas which entitles it to extraordinary termination, in particular in the following cases:
      1. the license 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 contract with in-manas, and that breach will not be remedied within 20 calendar days after in-manas has notified the customer of such breach;
      3. the customer fights or challenges one of in-manas' intellectual property rights or claims one of in-manas' intellectual property rights for himself or directly or indirectly supports a third party in one of the aforementioned acts;
      4. The customer ceases business operations without a legal successor. 13.6. All cancellations in accordance with this contract must be made in writing or by e-mail in order to be effective.
   6. All cancellations under this Agreement must be made in writing or by email to be effective. Upon termination of the contractual relationship, for whatever reason, the parties are obliged to properly process the contractual relationship. For this purpose, in-manas is used in particular
      1. transfer the customer's data stored under the contract to the customer in XML and/or PDF format or as a ZIP for attachments via remote data transfer or to data carriers. The deadline for this is a maximum of 4 weeks after the end of the contract period.
      2. Delete the customer'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.
3. confidentiality
   1. The customer may not disclose, within the term of the contract or after its termination, any information regarding the intellectual property and industrial property rights of in-manas and/or confidential, proprietary information, whether of a technical or non-technical nature, provided that this has been described by in-manas as confidential information and has been disclosed to the customer in accordance with this contract or whose confidentiality is indiscriminate from its nature or content, including but not limited to sensitive information about the in-manas software solution (collectively referred to as “sensitive information”).
   2. Each party takes reasonable steps to secure the confidential information and protect the confidential information against disclosure, misuse, espionage, loss, unauthorized use, or theft. The parties will oblige their employees and contract partners to also treat confidential information confidentially.
   3. The documents and information provided by in-manas as part of the contractual relationship may only be used by the customer himself or his employees and agents. Disclosure of such information and documents is expressly prohibited, unless this has been expressly agreed.
   4. The obligation to keep confidential information secret survives this contract and persists as long as the confidential information has not become public knowledge.
4. Final provisions
   1. Additional agreements, deviations, changes, and additions to these general terms and conditions are only valid if in-manas expressly confirms them in writing. In-manas employees are not authorized to make additional oral agreements or give oral assurances that go beyond or deviate from the content of the written contract or these general terms and conditions.
   2. The customer can only transfer the rights and obligations under this contract with the prior written consent of in-manas.
   3. The customer hereby agrees to a transfer of contract to a legal successor of in-manas, in particular in the event of individual succession in the event of a business sale.
   4. The offer, the order confirmation, these general terms and conditions and the resulting legal relationship between the customer and in-manas are subject to Austrian law to the exclusion of conflict of law rules and the UN sales law.
   5. The offer, the order confirmation, these general terms and conditions and the resulting legal relationship between the customer and in-manas are subject to Austrian law to the exclusion of conflict of law rules and the UN sales law.
   6. Should any provision of these general terms and conditions be invalid or unenforceable in whole or in part, this does not affect the effectiveness or enforceability of the remaining provisions. The invalid or unenforceable provision will be separated from the remaining provisions while maintaining their validity.

Innsbruck, 10.11.2020 In-manas: intelligent management solutions GmbH

A-6020 Innsbruck, Kochstraße 1

Telephone: +43 512 552063

email: office@in-manas.com

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