1.1) Cyclame IT e.U.
Helenenstrasse 9/3
2500 Baden

2.1) The following terms and conditions apply exclusively to business relationships regarding projects ("project") between the provider and the contractual partner ("customer").

2.2) Only the german version is legally binding. The contract language is german.

2.3) Individual agreements with the customer must always be made in writing. In any case, they take precedence over these terms and conditions.

2.4) The provider only accepts commercial customers and not consumers as contractual partners.

2.5) The provider reserves the right to change these terms and conditions at any time, subject to 30 day notice period. The changes will be communicated to the customer via email. The changes are deemed accepted if the customer does not object to the changes in writing within 30 days of publication.

3.1) The contract for the use of a project is concluded upon signing the usage contract. If the provider uses third parties to fulfill the agreed service, these third parties do not become contractual partners of the customer.

3.2) The customer, if a natural person, guarantees that he is legally capable of entering into contracts. If a person enters into this usage contract as a representative of a legal entity for which the customer acts, this person warrants to us that the legal entity is properly organized under the laws of the country in which it is incorporated or registered and that the customer is authorized to represent the legal entity.

3.3) The customer agrees to these terms and conditions as well as the app terms of use (published on the app website).

3.4) The project will be made available within 7 days after the signing of the usage contract.

3.5) Should the legal form of Cyclame IT change, the customer agrees that the contract will be transferred.

4.1) The subject of the contract is the use of a project from the provider. A project includes:

• the selection of an app that is a product of the provider ("app") in the current version,

• the usage of the app,

• a database for managing members and encrypted app content ("app content"),

• Cloud storage for encrypted app content,

• a selected app package,

• limits specified in the usage contract for the modules of the app package,

• an account in the customer area for the customer or the natural person representing him ("project manager"),

• access to the customer area services in the current version in the customer area to manage the member database and

• access to the app services in the current version used by this app.

4.2) The purpose of the project is determined by the purpose of the app. Using it for any other purpose constitutes misuse of the project.

4.3) The customer pays fees for using the project. The fees listed on our apps website apply.

4.4) The provider is entitled to offer functional extensions for a fee, provided they represent new functionality. The customer is not obligated to purchase these extensions. The details for these extensions can be found on the website of the app.

4.5) The Provider may modify the services and functionality of the project at any time at its sole discretion in a manner that is reasonable for the customer. A modification is particularly reasonable if it is necessary for an important reason.

5.1) The provider strives to ensure the projects usability is as uninterrupted as possible within the scope of its technical and operational capabilities. There is, however, no entitlement to uninterrupted use. No guarantee is given that access to or use of the project will not be interrupted or impaired by maintenance work, further developments, or other disruptions, particularly those beyond the providers control (force majeure, third-party fault, etc.).

6.1) The customer is responsible for creating and maintaining the technical requirements necessary for the contractual use of the project (in particular the necessary hardware, web browser, mobile device, internet access).

6.2) To ensure error-free usage, the customer always uses the latest versions (web browser, app).

7.1) All rights to the providers project, with the exception of app content, are the exclusive property of the provider or its licensors and are protected by copyright or other intellectual property rights. The customer is not authorized to decompile our software or to reverse engineer or analyze the source code of our software.

7.2) The customer agrees to use only services that are part of the project. Any other access to the project (especially through software or scripts not provided by the provider) constitutes misuse.

7.3) The user group includes all registered users of the app ("App Members") and is determined by the app package. Access to the user group must be granted free of charge. The customer is liable to the provider for any damages caused by paid access to the user group, in particular for lost profits.

7.4) Beyond the purposes of this agreement, the customer is not entitled to use the project, or even parts of it, as his own, to reproduce, download, or make it accessible to third parties outside the agreed user group. If the customer provides access to third parties, the customer, in addition to the third party, is liable to the provider for any resulting damages, in particular for lost profits. This includes, in particular, any transfer of accounts in the customer area.

7.5) The app package can be changed for the next month until the 15th of each month. Changing to a smaller app package is only possible six months after the last change.

7.6) The customer is not entitled to grant third parties licenses to the contractual property rights and/or the know-how. Furthermore, the customer is not entitled to transfer rights from this contract directly or indirectly to third parties.

7.7) The use of the same project in several independent companies is not permitted.

7.8) The customer is the sole owner of all app content that is not personal app content of others. In accordance with data protection regulations, the provider may not use it for its own purposes, nor may it be passed on or sold to third parties by the provider.

7.9) In accordance with data protection regulations, the provider may not use app content for its own purposes, nor may app content be passed on or sold to third parties by the provider.

7.9) If the project manager is not the same natural person as the customer, the project manager must act exclusively on behalf of the customer.

8.1) All prices are subject to statutory VAT.

8.2) The customer pays a one-time installation and setup fee as well as a monthly usage fee for using the project.

8.3) The one-time installation and setup fee as well as the monthly usage fee depend on the selected app package.

8.4) The one-time installation and setup fee is due upon signing the usage contract.

8.5) The pro rata fee for the first month is due upon provision of the project.

8.6) The monthly usage fee is due in advance on the 1st of each month.

8.7) The monthly usage fee includes in particular: operation and maintenance of our servers, software updates and provision of services.

8.8) The monthly usage fee does NOT include, in particular: importing or exporting data, eliminating faults and damages that are not caused by a malfunction of the program, consulting and training on the services or the app, software and hardware that must be provided by the customer.

8.9) Services not included in the installation and setup fee or the monthly usage fee will be billed at the current hourly rate (available upon request) in 15 minute units.

8.10) The provider is entitled to change the prices for the contractual services (e.g., to compensate for increased costs). The provider will notify the customer of the price change by email within eight weeks. The price increase takes effect upon receipt of the notification of the price increase, unless the customer terminates the contract within one month. If the customer does not terminate the contract, he agrees to the price increase. In the event of termination, the customer is entitled to use the services at the original price for two months.

8.11) In the event of late payment, default interest will be charged at a rate of 10% above the respective base interest rate of the European Central Bank.

8.12) The provider reserves the right to block access to the project if payment of outstanding amounts is not received for more than 14 days. Access will only be restored once payment has been received into the providers account.

8.13) The offsetting of counterclaims and the retention of payments by the customer due to counterclaims from other contractual relationships are excluded. Payments will always be credited to the oldest outstanding claim.

8.14) Invoices are sent exclusively in electronic form via email.

9.1) The customer assures the provider that all information provided is true, complete and up-to-date.

9.2) The customers participation in the extension or modification of the project does not give the customer any rights to this.

9.3) The customer undertakes to create backup copies of all relevant app content and does not use the project as a backup.

10.1) The usage contract is concluded for an indefinite period. It begins on the date of signature and ends upon termination by the provider or the customer.

10.2) The provider may terminate the usage contract at any time with one months notice to the end of the month.

10.3) The customer may terminate the usage contract at any time with one months notice to the end of the month.

10.4) The right to terminate the contract for good cause remains unaffected for both the provider and the customer.

10.5) An important reason for early termination without notice exists in particular if the customer does not pay the fee within 14 calendar days after receiving a reminder from the provider.

10.6) The provider is also entitled to terminate the contract for good cause if, despite a warning, essential components of the terms and conditions are not complied with or if the customer or third parties acting on his behalf attack the providers systems or know-how.

10.7) In any case, the form of termination must be in writing, either by email or letter.

10.8) Not using the services or uninstalling the app does not constitute termination.

10.9) In the event of termination of the usage contract, the provider is entitled to irretrievably delete all project data 30 calendar days after the termination takes effect, after expiration of any statutory retention periods. Data protection regulations applying to personal data may also provide for a shorter deletion period.

10.10) The customer is obligated to carry out all exports of data before the termination of the user agreement or the expiration of the aforementioned periods.

10.11) In the event of a fundamental change in the legal or technical standards on the Internet, the provider is entitled to terminate the contract without notice if this makes it unreasonable for the provider to provide its services in whole or in part within the scope of the contract purpose.

11.1) The provider assumes no liability, except in cases where the provider has fraudulently concealed a material or legal defect. Any challenge to this contract for whatever reason is also excluded.

12.1) The project is used in its current state. The customer uses the project at his own risk. The provider is only liable for direct damages resulting from intentional or grossly negligent actions on his part. Furthermore, the providers liability for damages, in particular indirect or consequential damages (e.g., lost profits), is excluded, regardless of the legal basis.

12.2) The provider is not liable for any damage that may arise due to insufficient security precautions on the customers side.

12.3) In the event of defects, the customer must notify the provider immediately. The customer is obligated to assist the provider in rectifying any defects free of charge.

12.4) The decision regarding the type and method of technical implementation rests solely with the provider. Any other possible implementation options do not constitute defects. This applies in particular to the rectification of defects.

12.5) Any liability for damages is limited to the amount of twelve monthly usage fees. The contractual partner must provide evidence of the actual damage incurred.

12.6) Any claims for warranty, damages or any claims for rescission shall become time-barred 6 months after they arise.

13.1) The customer is liable for all damages and legal consequences that arise for the provider due to misuse or unlawful use of the project.

14.1) The customer indemnifies the provider against all claims by third parties arising from the infringement of third-party rights in connection with the project and compensates us for any additional damages. In relation to the provider, the customer assumes sole liability and all necessary and useful expenses as well as the costs of judicial and extrajudicial defense of such claims (including judicial and reasonable attorney fees).

15.1) Which personal data is processed within the framework of a project and to whom it is passed on is set out in the privacy policy (“privacy policy”), which is part of these terms and conditions.

16.1) The customer assures and guarantees, by way of an independent guarantee declaration, that he will keep all technical knowledge, all knowledge and documents, and all other information of a technical and economic nature relating to the project, including technical know-how, disclosed to him in writing, verbally, or in any other form in connection with the contract, strictly confidential and will not disclose it to any third party. This confidentiality includes, in particular, any written communication between the two parties.

16.2) The customer undertakes to impose the above mentioned confidentiality obligation on all employees, staff and all other persons who work with him or who otherwise receive knowledge of the confidential information, in particular all project managers, and to provide written evidence of this to the provider upon request.

16.3) Unless otherwise agreed, the customer permits communication by telephone and email.

16.4) The obligation of confidentiality shall also apply beyond the existence of this contract.

17.1) The nullity and/or invalidity of individual provisions of these terms shall not affect the validity of the remaining provisions. Any invalid or unenforceable provisions shall be replaced by provisions that best reflect the meaning and purpose of the invalid or unenforceable provisions in a commercially valid manner. The same shall apply to any gaps in these terms.

18.1) The contractual relationship (including these terms and conditions) shall be governed exclusively by Austrian law, excluding conflict of laws provisions.

18.2) The exclusive place of jurisdiction shall be Baden bei Wien. We reserve the right to take legal action against the customer in any other competent court.

12.2.2024

First version.