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SaaS User Agreement, Part 2 | Version April 2026

Testify GmbH
Peter-Behrens-Platz 7/D/3, 4020 Linz
Commercial Register Number: FN 474598 p, Commercial Register Court: Linz Regional Court
VAT Number: ATU72457129

This Part 2, together with Part 1, constitutes the SaaS License Agreement for the Testify software. Part 1 and Part 2 together form a single, unified contractual agreement.

Table of Contents

  1. Definitions
  2. Contractual Basis
  3. Software Features
  4. Rights of Use
  5. Service Level, Availability, and Support
  6. Customer Obligations
  7. Compensation and Price Adjustments
  8. Contract Term and Termination
  9. Warranty and Liability
  10. Confidentiality
  11. Force Majeure
  12. Data Protection and Data Processing on Behalf of Clients
  13. Data Storage, Data Export, and Deletion
  14. Final Provisions

Attachments: Attachment 1: Data Processing Agreement (DPA) | Attachment 2: Technical and Organizational Measures (TOM)

1 Definitions

For the purposes of this Agreement, the terms listed below shall have the following meanings:

1.1 “Software”

“Software” refers to the cloud application provided by the Provider for the digital execution, documentation, management, and evaluation of testing, inspection, and data collection processes. In particular, it enables the creation and management of checklists, the recording and tracking of defects, and the structured storage and analysis of the data collected in this process. In addition, the software can be integrated into external systems via provided interfaces.

In addition to the user interfaces, it includes the associated server and backend components, database structures, interfaces, documentation, and mobile applications provided.

This does not include individual customizations or customer-specific developments, unless these have been expressly included in the general scope of the software’s features.

1.2 “License Package”

“License package” refers to a service tier for the software predefined by the provider (Starter, Standard, Advanced, or Enterprise), which differs in terms of available features, usage intensity, support level, and other service characteristics. The license package selected by the customer is specified in Part 1.

1.3 “Add-on”

“Add-on” refers to an optional, separately purchasable functional extension or additional service for the software that supplements the scope of services included in the selected license package.

1.4 “User”

“Users” (also “Authorized Users”) are exclusively natural persons who have been authorized by the customer to use the software and

  • a) are employed by the client, or
  • b) are assigned to the customer as part of a temporary staffing arrangement to perform work and are integrated into the customer’s work organization (“temporary workers”), or
  • c) work for the client on a self-employed basis as a natural person, while being integrated into the client’s work organization and subject to the client’s professional instructions regarding the performance of their duties (“de facto employees”).

In particular, legal entities, external service providers/consultants acting as companies, subcontractors, group companies, or other third parties are not considered users. Natural persons from this group may be authorized for limited use under the conditions set forth in the definition of “External User.”

Unless expressly agreed upon in Part 1, employees of affiliated companies, as defined in Section 1.5, may also be authorized as users. In this case, the affiliated companies are deemed to be co-authorized; the customer remains the sole contracting party and is liable for these users’ compliance with all contractual obligations.

1.5 “Affiliated Companies”

“Affiliated companies” are companies that directly or indirectly control the customer, are controlled by the customer, or are under common control with the customer.

1.6 “External Support Provider”

“External Support Service Provider” means an external service provider engaged by the Customer who supports the Customer in connection with the use of the Software exclusively with regard to implementation, operation, administration, technical/organizational management, quality assurance (QA), information security, compliance, or reporting, and who does not use the software for its own purposes or to provide services to third parties.”

1.7 “External User”

“External Users” are individuals who are employees of affiliated companies or employees of an external support service provider and who have been authorized by the Customer for limited use of the software. Use by non-company users is limited exclusively to support activities related to the customer’s use of the software (in particular, implementation, operation, administration, technical/organizational management, quality assurance, information security, compliance, or reporting). Operational use in day-to-day business, the independent execution of technical work processes, or use for their own purposes independent of the customer—including the provision of services to third parties or as a service bureau/outsourcing service—is not permitted.

1.8 “Intensity of Use”

“Usage Intensity” refers to the contractually agreed scope of use of the software, particularly with regard to the number of authorized users, the number of checks that can be performed, defects, clients, and the use of provided interfaces, including API calls, import or export operations, data warehouse or reporting access, and other volume-related parameters as specified in the license package.

1.9 “Cloud Infrastructure”

“Cloud infrastructure” refers to the technical server and storage environment on which the software runs. It can either be operated and managed by the provider (“provider environment,” multi-tenant or single-tenant deployment for one or more customers) or provided by the customer (“customer environment,” operated exclusively for that customer).

1.10 “Customer Data”

“Customer Data” refers to all data and content entered, uploaded, stored, or processed by the Customer or its users in connection with the use of the Software, including any analyses generated therefrom, to the extent that such analyses are based on such data. System data, log data, or technical operational data that the Provider processes for the operation, security, or further development of the software are not considered Customer Data.

1.11 “Interface”

“Interface” refers to a technical means of access provided by the software, in particular application programming interfaces (APIs), data export or import mechanisms, as well as read or write access to the provided data sets—including any data warehouse or reporting access—through which external systems or the customer itself can interact with the software or the data stored therein.

1.12 “Update”

“Update” refers to a technical or functional enhancement of the software within the same product generation, in particular bug fixes, performance improvements, or functional enhancements that do not materially alter the contractually agreed-upon core functions.

1.13 “Availability”

“Availability” refers to the technical accessibility of the software via the Internet within the scope of the service levels defined in Chapter 5.

1.14 “Documentation”

“Documentation” refers to the user, administrative, or technical descriptions of the software provided by the Provider, including, in particular, online help, API descriptions, integration guidelines, and other product-related information.

1.15 “Part 1”

“Part 1” refers to the first part of this agreement, which sets forth the key contractual terms, including, in particular, the selected license package, any add-ons, the term of the agreement, the compensation, and other individual agreements.

1.16 “Force Majeure”

“Force majeure” refers to an unforeseeable and unavoidable event for which neither party is responsible, which makes the fulfillment of contractual obligations temporarily or permanently impossible or significantly more difficult. These include, in particular, natural disasters, epidemics, pandemics, war, terrorism, government orders, strikes, failures of public communication networks or energy supplies, as well as comparable circumstances.

1.17 “Provider”

“Provider” refers to Testify GmbH as the provider of the software. The provider’s exact name, commercial registry number, and registered office address are set forth in Part 1.

1.18 “Customer”

“Customer” means the company or legal entity that enters into this agreement with the Provider and uses the software under the terms of this agreement. The exact name of the Customer is specified in Part 1.

1.19 “Client”

“Client” refers to a logically separate data instance within the software in which a customer’s data is stored and processed separately from the data of other customers. Each customer is assigned at least one client; the number of permitted clients depends on the selected license package.

1.20 “Check”

“Check” refers to a single verification, inspection, or data entry process performed and documented within the software based on a checklist. Each completed check is counted as a separate transaction and counts toward the usage quota agreed upon in the license package.

1.21 “Checklist Template”

“Checklist template” (also “checklist”) refers to a template created or configured by the customer or its users within the software that defines the workflow, checkpoints, and structure of a check. Checklist templates can be created, edited, duplicated, and archived by the customer within the software. When a check is performed based on a checklist template, a separate, completed instance is created (the “check” as defined in this Agreement).

1.22 “Service Level”

“Service Level” refers to the performance parameters guaranteed by the provider with regard to software availability, support hours, and contact channels. The specific scope of the service levels is determined by the license package specified in Part 1 and the service description set forth in Section 3.2.

1.23 “Term of the Agreement”

“Contract Term” means the period for which the contract is entered into, including any extension periods pursuant to Chapter 8. The initial contract term is set forth in Part 1.

1.24 “AI Services”

“AI Services” refer to third-party services based on artificial intelligence, machine learning, or comparable methods that are used by the Provider to perform specific software functions. These include, in particular, language models (Large Language Models), image or document recognition, as well as automated analysis and assistance services. The AI services are used exclusively within the scope of the contractual service provision and in compliance with the data protection provisions of this contract.

1.25 “AI Provider”

“AI Provider” means a third party that provides and operates AI services as defined in this Agreement. AI providers that process customer data—including personal data—in the course of providing services are considered sub-processors within the meaning of the Data Processing Agreement (Exhibit 1). The classification under data protection law corresponds to that of infrastructure service providers (IaaS/PaaS providers), as the processing is carried out exclusively in accordance with instructions and for specific purposes within the scope of the software functions.

1.26 “Material Contractual Obligations”

“Essential contractual obligations” (also known as “cardinal obligations”) are obligations whose fulfillment is essential to the proper performance of the contract and on whose compliance the contracting party may reasonably rely. These include, in particular, the provision and availability of the software, the protection of customer data, and compliance with data protection obligations.

1.27 “Written Form”

“Written form” as used in this contract requires a document bearing a handwritten signature or a qualified electronic signature.

1.28 “Written Form”

“Written form,” as used in this contract, means a legible statement on a durable medium, in particular via email; a signature is not required.

2 Legal Basis of the Contract

2.1 Scope

This agreement governs the provision and use of the “Testify” software as Software-as-a-Service (SaaS).

This Agreement applies exclusively to the provision of the software for use via the Internet. Services other than the provision of the software—in particular, implementation, training, consulting, or other services—are not covered by this Agreement and, if commissioned, will be governed by a separate service agreement.

Part 1 and Part 2 together constitute the SaaS User Agreement.

2.2 Subject Matter of the Contract

The Provider’s obligation to perform consists of making the software available for use by the Customer for the duration of the contract. Access is provided via a standard web browser as well as through the mobile applications provided by the Provider.

The Company is not obligated to provide the source code or to install the software permanently on the Customer’s IT systems.

2.3 Delivery Model and Division of Responsibilities

The division of responsibility between the provider and the customer depends on the selected service delivery model.

To the extent that the software is operated in a cloud environment managed by the provider, the provider is responsible for the operation of the server-side infrastructure.

To the extent that the software is operated in a cloud infrastructure provided by the customer, the customer is responsible for providing and operating the underlying infrastructure; in this case, the provider is solely responsible for providing, maintaining, and further developing the software components.

The customer’s access to the Internet, as well as the technical infrastructure required for this purpose—in particular, end devices, data connections, network configurations, and security measures—are not covered by this contract and are the sole responsibility of the customer.

2.4 Components of the Contract

This Agreement consists of Part 1 and Part 2, as well as the following appendices, each of which forms an integral part of this Agreement:

  • Appendix 1: Data Processing Agreement (DPA)
  • Appendix 2: Technical and Organizational Measures (TOM)

Part 1, Part 2, and the appendices together constitute a single, unified set of contractual provisions.

In the event of contradictions or ambiguities within a section of a contract, the provision that most closely reflects the parties’ apparent intent and fulfills the economic purpose of the agreement must be determined through interpretation.

In the event of any conflicts between Part 1, Part 2, and the appendices, the following order of precedence shall apply:

  1. Part 1
  2. Part 2
  3. Attachments

The documentation provided by the Provider (in particular, online help, API descriptions, and integration instructions) is intended to inform and guide the Customer. It does not form part of this Agreement and does not give rise to any obligations on the part of the Provider beyond those set forth in this Agreement.

3 Scope of the Software’s Functionality

3.1 General Description of the Software

The software is described in Section 1.1 (Definition of “Software”). The Provider makes the software available to the Customer for use during the term of the Agreement as part of the selected license package.

3.2 Determining the Specific Scope of Services (License Packages and Add-ons)

The provider offers the software in various license packages, as well as with optional add-ons. The specific details of the license packages—particularly with regard to functionality, usage intensity, and any support and services—are set forth in the following overview of services (“Service Description”).

Feature Starter Standard Advanced Enterprise
Number of users Unlimited 50 100 Unlimited
Checks per month 1,000 10,000 100,000 unlimited
Defects per month 100 500 2,500 unlimited
Number of Clients 1 1 1 unlimited
Custom Branding / Single Sign-On Not available Optional via add-on Included Included
Mobile Offline Mode Not available Included Included Included
API Usage Not possible Included Included Included
Standard Reports 1 included 3 included 5 included All included
Data Warehouse Not available Optional via add-on Included Included
Test environment Not possible Optional via add-on Optional via add-on Included
Hosting in a CustomerEnvironment1 Not possible Not possible Included2 Included2
Support Email Help Desk Help Desk Help Desk

1 Use of a customer environment requires that the technical and organizational requirements be met.
2 Testify license fees do not include the costs associated with setting up the customer’s environment. These costs are borne by the customer.

Add-ons are optional functional extensions of the software that supplement the scope of services included in the selected license package. The license package applicable to the customer, as well as the scope and content of any add-ons ordered, are specified in Part 1. All functions of the software that are not expressly designated in the service overview as restricted, excluded, or optional add-ons are available to the customer within the scope of their license package.

3.3 Intensity of Use

Use of the software is limited to the level of use defined in the respective license package.

If the agreed-upon usage level is expected to be exceeded or has actually been exceeded, the Provider will notify the Customer accordingly. The Provider is entitled to suggest upgrading to a higher-tier license package or purchasing additional add-ons, or to issue a supplementary invoice based on the Provider’s list prices in effect at the time the usage limit was exceeded.

The customer agrees to use the interfaces efficiently and in accordance with the intended use as specified in the documentation. The Provider is entitled to implement technical measures to protect the security, performance, and availability of the software, in particular to introduce volume-based access restrictions, throttle requests, or block queries that are obviously inefficient or unnecessary for the specific use case. The Provider will inform the Customer of this in advance whenever possible and coordinate the next steps with the Customer; in situations critical to security or posing an acute threat to the system, the measure may also be taken immediately and without prior consultation.

3.4 Further Development, Updates, and Significant Changes

The provider continuously develops the software and provides updates. The provider may modify, replace, or discontinue features, provided that the essential features of the license package specified in Part 1 are not materially impaired. Essential features are those described as core or primary features for the respective license package in the service description.

If a key feature is modified or discontinued, the provider will, to the extent possible, provide an equivalent replacement feature or establish a transition period and notify the customer in advance. The transition period must be set so as to allow the customer a reasonable amount of time to adapt its processes and any integrations; it generally amounts to 90 calendar days from the date of notification of the change. The Provider shall provide the Customer with appropriate information to the extent reasonably possible (e.g., release notes, migration guidelines, documentation).

In justified cases, the transition period may be shortened, particularly if the change

  • (a) is necessary to prevent or address security risks,
  • (b) is necessary to comply with mandatory legal or regulatory requirements, or
  • c) due to mandatory changes made by third parties or infrastructure components

is initiated. In such cases, the provider will notify the customer as soon as possible.

3.5 Interfaces and Integrations

The provider makes interfaces available to the customer, depending on the selected license package and any add-ons that may have been ordered.

The customer is solely responsible for the design, development, implementation, documentation, and maintenance of its own integrations, automations, or other connections to the software. This also applies to adjustments that become necessary due to changes on the customer’s end (e.g., in third-party systems, networks, security requirements, identity services, or the customer’s environment).

The Provider is entitled to further develop, modify, version, or replace interfaces, or to discontinue individual interfaces with future effect, provided that this does not materially impair the essential functions of the license package specified in Part 1. To the extent that changes to interfaces are expected to result in significant incompatibilities with the Customer’s integrations, the provisions regarding notice, replacement, and transition periods set forth in Section 3.4 shall apply mutatis mutandis. The Provider shall, to the extent possible, provide the Customer with appropriate migration guidelines and documentation. If such a change entails a significant technical or organizational adjustment effort for the Customer, the Customer may notify the Provider thereof. In this case, the parties shall discuss possible solutions.

The Provider shall not be liable for disruptions, limitations, or damages resulting from the use of customer-side integrations or from incompatibilities between the software and systems developed or operated by the customer, unless such disruptions, limitations, or damages were caused by the Provider through willful misconduct or gross negligence.

Technical safeguards in accordance with Section 3.3 (e.g., volume-based access restrictions, throttling, prevention of inefficient queries) do not, in and of themselves, constitute a defect in the software.

3.6 Customer Environment

If the software is operated in a customer environment, deployment requires that the cloud infrastructure provided by the customer meets the minimum technical requirements and that the customer fulfills all technical prerequisites necessary for installation, configuration, operation, maintenance, and troubleshooting.

The Customer shall grant the Provider the technical access rights and permissions necessary for the provision of the services (e.g., appropriate role/administration rights, network shares, log access), to the extent required for installation, configuration, operation, maintenance, support, and error analysis. The Customer shall ensure that these access capabilities are maintained throughout the term of the contract.

To the extent that limitations in functionality, performance, or availability are attributable to circumstances in the customer’s environment (in particular, configuration, operation, capacity, security or network restrictions, or changes made by the customer or third parties), these shall not be considered defects in the software. The Provider is not responsible for such limitations. If the Provider nevertheless provides analysis or support services that go beyond its contractual obligations, it is entitled to invoice the associated costs separately in accordance with Section 7.4.

If the Provider is unable to provide services—or can do so only with disproportionate effort—due to a lack of, limited, or revoked access, or due to insufficient conditions in the customer’s environment, the Provider is entitled to suspend the affected services until the necessary conditions are met. Any further claims and rights under law and contract remain unaffected.

3.7 Use of Artificial Intelligence

The Provider may use AI services to provide individual software functions. The type and scope of the AI services used depend on the selected license package and any add-ons that have been ordered. The Provider determines which AI providers to use at its sole discretion, provided that the contractual requirements—in particular those regarding data protection, data security, and availability—are met.

The Provider guarantees that customer data from AI providers will be processed solely for the purpose of providing the contractually agreed-upon services and, in particular, will not be used to train, improve, or further develop AI models. The Provider ensures this through a contractual agreement with the respective AI provider.

The provider gives preference to AI services located within the EU or the EEA. If processing takes place in third countries, the provider ensures compliance with the requirements set forth in Art. 44 et seq. of the GDPR and discloses the subprocessors used upon the customer’s request.

To the extent that the software’s AI functions generate results based on machine processing, such results do not constitute legally binding advice, review, or certification. The customer is solely responsible for verifying and using AI-generated results.

The provider informs the customer in the documentation about the AI features used in each case, their purpose, and the possible consequences of disabling them. The customer may disable the software’s AI-powered features at any time using the settings provided within the software; disabling these features may result in program functions that rely on them becoming unavailable or available only to a limited extent.

4 Rights of Use

4.1 Intellectual Property Rights and Ownership of Rights

The software, including all associated components (in particular, programs, database structures, user interfaces, documentation, interface descriptions, and other materials), is the exclusive property of, or subject to the exclusive rights of, the Provider and/or its licensors. The customer is not granted any rights beyond the rights of use expressly granted in this agreement.

4.2 Granting of the Right of Use

The Provider grants the Customer, for the duration of the contract, a simple (non-exclusive), non-transferable, and non-sublicensable right to use the software to the extent agreed upon in the contract, in accordance with the license package specified in Part 1 and the ordered add-ons.

4.3 Scope of Use

Use is permitted exclusively for the customer’s internal business purposes and only by users as well as—subject to the restrictions set forth in Section 4.4—by users outside the company. If affiliated companies are named as co-licensees in Part 1, the term “internal business purposes” also includes the internal business purposes of those affiliated companies. The total number of users across all affiliated companies may not exceed the usage level agreed upon in the license package.

4.4 Use by Third Parties

Use of the software by anyone other than users and external users is not permitted. In particular, it is prohibited to grant other third parties access to the software or to disclose access credentials.

The Customer is entitled to grant access to the software to users outside the company, exclusively within the limitations set forth in the definition of “User Outside the Company.” The Customer shall ensure that users outside the company comply with the provisions of this Agreement and shall be liable for their acts and omissions as if they were its own. Section 6.3 applies to the management of access credentials.

4.5 Prohibited Uses

In particular, the customer is prohibited from

  • a) to copy, decompile, reverse engineer, or otherwise derive the source code of the software, unless expressly permitted by law,
  • b) to make the software available to third parties, in whole or in part, whether for a fee or free of charge, to rent it out, to lend it, or to transfer it in any other way,
  • c) to remove or alter any copyright notices, trademarks, logos, or copyright symbols,
  • d) to use the software in a manner that could compromise the security, integrity, availability, or performance of the software or the cloud infrastructure, in particular through abusive or unusually heavy use,
  • e) to use the software to process or store unlawful content, or in any other unlawful manner,
  • (f) to use the software or the interfaces provided to develop or offer a substantially comparable competing product.

4.6 Rights to Configurations and Customer Inputs

To the extent that the customer creates settings, configurations, templates, or content within the software (e.g., checklists, defect classifications, reports), the rights to such content remain with the customer. The provider shall not receive any rights to such content beyond those necessary for the provision of the software and the performance of this Agreement.

4.7 Third-Party Components

The software may contain or be based on third-party components (including open-source software). Any license or terms of use for such third-party components do not impose any additional obligations on the customer beyond those set forth in this Agreement. The Provider ensures that the Customer’s use of the software in accordance with this Agreement is covered by the Provider’s necessary rights to the third-party components used.

5. Service Levels, Availability, and Support

5.1 Cloud Infrastructure and Handoff Point

To the extent that the software is operated in the Provider’s environment, the Provider uses the Microsoft Azure cloud infrastructure services, operated by Microsoft Ireland Operations Limited, 70 Sir John Rogerson’s Quay, Dublin 2, Ireland. The software is hosted and operated, including the storage of customer data, in data centers within the European Union; currently, the Azure regions “North Europe” (Ireland) and “West Europe” (Netherlands) are used. The availability of the software depends on the Azure services used (in particular, App Service, Azure SQL Database, Azure Storage, and Azure Functions), for which Microsoft sets its own service levels. Section 3.7 remains unaffected.

The Provider is entitled to change the cloud services, regions, or infrastructure provider used, provided that the storage location of the customer data remains within the EU or the EEA, the level of protection in accordance with the General Terms and Conditions (AVV) (Appendix 1) and TOM (Appendix 2) is maintained, and the target value specified in Section 5.2 is not compromised. The Provider shall notify the Customer of this in advance in writing. The provisions of the AVV regarding sub-processors remain unaffected.

5.2 Availability and Measurement Method

Availability is calculated for each calendar quarter as the percentage of time during which the software is accessible and usable at the point of delivery, relative to the total time in the calendar quarter:

Availability (%) = (Total time − attributable downtime) ÷ Total time × 100

Scheduled maintenance windows as described in Section 5.3, as well as non-attributable downtime as described in Section 5.4, are considered available time.

The software is considered accessible if access to the software is generally possible via the access mechanisms provided by the provider (in particular, the web application/app and—to the extent they are part of the license package—interfaces). The Provider’s system-side metrics and logs shall be decisive for measuring availability; the Provider shall provide the Customer with a transparent report upon request. If the Customer’s perception differs significantly from the Provider’s measurement results, the parties shall jointly determine the cause.

To the extent that the software is operated in the Provider’s environment, the Provider aims to achieve 99.7% availability per calendar quarter (target value), calculated in accordance with the provisions of this chapter.

5.3 Maintenance Windows and Scheduled Work

The provider is entitled to schedule temporary maintenance windows for the purpose of performing maintenance work, updates, security measures, and other technically necessary tasks, during which the software may be wholly or partially unavailable.

Regular maintenance windows take place outside of normal business hours, from 6:00 p.m. on Friday to 6:00 a.m. on Monday (CET/CEST). Scheduled maintenance will be announced to the customer at least 48 hours in advance, whenever possible. The provider will keep the duration of scheduled maintenance windows as short as possible.

Urgent tasks, particularly the installation of security-critical updates (security patches), may be performed on short notice and outside of regular maintenance windows. The provider will notify the customer of this in advance whenever possible; otherwise, the customer will be notified immediately afterward.

5.4 Unattributable Downtime

Downtime or restrictions that are not attributable to the provider’s area of responsibility are considered available time when calculating availability. These include, in particular, downtime

  • a) during scheduled maintenance windows as described in Section 5.3, as well as due to maintenance or other work agreed upon or coordinated with the customer (e.g., updates, migrations, data backups);
  • b) to install urgently needed security updates (security patches) and to implement other measures to protect the security, integrity, and availability of the software, including technical safeguards as described in Section 3.3;
  • c) for unforeseen maintenance work, provided that such work is not attributable to a breach of the Provider’s obligations;
  • d) due to outages, limitations, or changes in the performance of the cloud infrastructure (Section 5.1) or other sub-processors that the Provider uses to provide the cloud infrastructure or AI services, even if these are caused by regulatory or political factors or by unilateral decisions of the sub-processor;
  • e) due to viruses, malware, or hacker attacks (including denial-of-service attacks), provided that the Provider has implemented state-of-the-art protective measures, in particular those described in the TOM (Appendix 2);
  • f) due to events of force majeure (Chapter 11);
  • g) due to the customer’s specifications, the unavailability of the customer’s equipment (in particular, end devices, networks, and Internet connections), or other interruptions caused by the customer, in particular a failure to provide necessary cooperation;
  • h) whose extension is due to the customer’s failure to grant or blocking of necessary access (e.g., remote or administrative access);
  • i) due to errors in customer applications, customer integrations, or third-party systems (Section 3.5), as well as errors triggered by such applications, integrations, or customer data;
  • (j) due to suspensions pursuant to Section 7.6 or Section 14.1;
  • (k) due to disruptions occurring outside the handoff point (Section 5.1) or due to other actions by third parties for which the Provider is not responsible.

In the cases described in subparagraph (d), the provider shall endeavor to ensure the continued provision of services through appropriate alternative measures—including migration to another provider—and shall promptly inform the customer of the measures taken.

5.5 Support and Troubleshooting

Depending on the license package, the Provider provides the Customer with support for reporting malfunctions and handling support requests. The customer reports malfunctions through the contact channels provided by the provider and provides the information necessary for processing the request (in particular, a description of the error, the time it occurred, affected users, steps to reproduce the issue, and any relevant logs, if applicable).

The provider shall notify the customer in writing, as soon as possible, of any significant unplanned software outages, including their expected duration.

The Provider is entitled to refuse or limit support services if resolution is not possible due to a lack of cooperation on the part of the Customer or if the cause of the problem lies outside the Provider’s area of responsibility.

5.6 Legal Consequences of Falling Short of the Threshold

If the actual attributable availability falls below the target value specified in Section 5.2 for two consecutive calendar quarters, the customer is entitled to terminate the contract extraordinarily with immediate effect. Usage fees already paid in advance for the unused period will be refunded on a pro-rata basis. This paragraph does not apply if the software is operated in a customer environment.

5.7 Special Considerations for Operation in a Customer Environment

If the software is operated in a customer environment, availability commitments and service levels apply exclusively to the software components provided and operated by the provider. Limitations attributable to the cloud infrastructure provided by the customer, its operation, configuration, capacity, or availability do not fall within the provider’s area of responsibility and do not constitute a failure to meet the provider’s service levels.

The customer is responsible for providing and maintaining a customer environment suitable for the operation of the software.

6. Customer Obligations

6.1 General Obligations to Cooperate

The customer shall cooperate in the performance of the contract to the extent necessary for the provider to properly render the services. In particular, the customer shall provide the information, data, and decisions necessary for the operation and use of the software in a timely and complete manner.

6.2 Technical Requirements

The customer is responsible for ensuring that the devices, operating systems, and browsers they use meet the minimum technical requirements specified by the provider. The provider publishes the current minimum requirements on its website. The provider strives to make new software versions backward-compatible whenever possible. The software is optimized and tested exclusively for browsers based on the Chromium engine (in particular, Google Chrome and Microsoft Edge). However, the Provider generally does not support browsers whose current major version is older than one year, nor does it support mobile devices released more than three years ago. While it is possible to use the software on older devices or browser versions, the provider does not take any special measures to ensure its functionality in such cases. The configuration of the customer’s IT infrastructure, including network, firewall, and security settings, is the responsibility of the customer.

6.3 Login Credentials and Account Management

The customer will receive from the provider the login credentials required to access the software. The customer is obligated to treat these login credentials as confidential and to make them available only to authorized users. Shared accounts and the disclosure of login credentials to unauthorized persons are prohibited. The customer is responsible for all actions taken using their login credentials, unless they immediately report any unauthorized use to the provider. The customer must immediately notify the provider if they become aware of any unauthorized use of their login credentials or if they suspect such use; in this case, the provider will immediately block the affected login credentials.

6.4 Legality of Content and Data Security

The customer agrees not to store or process any content in the software that is unlawful or infringes the rights of third parties. The customer is obligated to perform state-of-the-art malware scans on data prior to transmission. Notwithstanding the provider’s obligations regarding data backup, the customer is solely responsible for the entry, maintenance, and accuracy of their data.

6.5 Access Control

The customer is required to prevent unauthorized access to the software by third parties through appropriate technical and organizational measures.

7 Compensation and Price Adjustments

7.1 Usage Fee

The customer shall pay the provider the usage fee agreed upon in Part 1 for the provision of the software. All usage fees are subject to applicable sales tax.

7.2 Due Date and Payment

The provider is entitled to invoice the usage fee up to two calendar months before the start of the respective billing period. The usage fee is due for payment without deduction within 21 calendar days of the invoice date. Payment shall be made by bank transfer to the bank account specified by the provider.

7.3 Annual Price Adjustment

Usage fees increase by 3% annually at the start of each new contract year. Price adjustments beyond this are permitted, provided the provider notifies the customer in writing at least 120 calendar days before they take effect. Such price adjustments take effect no earlier than the start of the next billing period. In the event of a price increase exceeding the annual adjustment, the customer is entitled to terminate the contract at the end of the current billing period, subject to the contractual notice period.

7.4 Expense-Based Services

To the extent that the Provider, at the Customer’s request or pursuant to contractual provisions, performs services that are not included in the scope of the license package or a service agreement (in particular, analysis and support services in the event of problems in the Customer’s environment, individually commissioned customizations, or consulting services), compensation shall be based on actual time and effort at the Provider’s then-current hourly rates. The Provider shall inform the Customer of the estimated amount of time and effort required prior to providing such services, to the extent that this is possible and reasonable in each individual case.

7.5 Disputes Regarding Invoices

The customer is required to raise objections to invoices in writing within 14 calendar days of receipt. Raising objections in a timely manner does not release the customer from the obligation to pay. If the provider responds to the objection within 14 calendar days of receiving it, the original payment terms and consequences of default remain in full force and effect. If the objection proves to be justified, the provider will immediately refund the overpaid amount.

7.6 Late Payment

If payment has not been received by the end of the agreed payment term, the provider will send a payment reminder to the customer’s billing contact specified in Part 1. The payment reminder grants a grace period of one calendar week.

If the grace period expires without resolution, the provider is entitled to charge interest on late payments as well as a flat-rate reminder fee in accordance with Directive 2011/7/EU of the European Parliament and of the Council on late payment in commercial transactions (Late Payment Directive), as amended.

If a payment reminder is unsuccessful, the Provider is entitled to suspend the Customer’s access to the software until the outstanding amounts have been paid in full. The suspension does not release the Customer from its obligation to pay; the agreed-upon usage fees continue to accrue during the suspension. The contractual relationship remains unaffected by the suspension. The Provider has the exclusive right to terminate the contract early due to late payment (Section 8.4).

8. Term of the Agreement and Termination

8.1 Effective Date

The contractual relationship becomes effective upon signature by both parties.

8.2 Term of the Agreement and Renewal

The initial term of the agreement begins on the license start date (start of the first usage period) specified in Part 1 and lasts for twelve months. If the term of the agreement does not begin on the first day of a calendar month, the initial term of the agreement ends on the last day of the calendar month in which the twelve months expire. Thereafter, the agreement automatically renews for successive periods of twelve calendar months.

Example 1: License effective date: February 1, 2026; initial term through January 31, 2027; first renewal period through January 31, 2028.

Example 2: License effective March 15, 2026: Initial term through March 31, 2027; first renewal period through March 31, 2028.

8.3 Notice Periods

Ordinary termination must be given in writing with two calendar months’ notice, effective at the end of the respective contract term.

8.4 Termination for Cause

Either party is entitled to terminate the contract for cause if the other party breaches a material contractual obligation and fails to remedy such breach within 30 calendar days of receiving a written notice to do so. In particular, a valid cause exists for the Provider if the Customer fails to make due payments despite the initiation of the collection procedure in accordance with Section 7.6. In particular, a valid reason exists for the customer if the provider repeatedly fails to remedy serious availability issues or commits a serious breach of its data protection obligations. No grace period is required in the event of insolvency, inability to pay, or the opening of insolvency proceedings against the other party’s assets; in such cases, the termination takes effect immediately.

8.5 Formality Requirements

Notices of termination must be in writing; qualified electronic signatures satisfy the written form requirement. All other communications relating to this contract (in particular, reminders, objections to invoices, and notices) may be made in text form (e.g., by email). Timeliness is determined by the date of receipt by the other party.

8.6 Legal Consequences of Termination

Upon termination of the contract, all of the customer’s rights of use shall cease. The Provider will deactivate access to the software. The provisions regarding data export and data deletion set forth in Chapter 13 remain unaffected. Contractual provisions that, by their nature, are intended to remain in effect beyond the termination of the contract (in particular, confidentiality, liability, and data protection) remain in effect.

9 Warranty and Liability

9.1 Warranty

The Provider warrants that, during the term of the contract, the software will substantially conform to the functions agreed upon in the Statement of Work and in Part 1. The standard for determining defects is the contractually agreed-upon quality; no warranty beyond this is provided. In the event of a defect, the Provider is initially entitled, at its discretion, to remedy the defect by repair or by providing a workaround.

9.2 Exclusions

The warranty does not cover malfunctions, disruptions, or damage resulting from improper use, unsuitable devices or operating systems, customer-side configurations, interventions by the customer or third parties, malware, or circumstances beyond the provider’s control. No warranty is provided for the accuracy of the data entered by the customer.

9.3 Standard of Liability

The Provider is liable for damages resulting from intentional acts or gross negligence. In cases of slight negligence, the Provider’s liability is limited to breaches of those obligations that are essential to the performance of the contract and on whose fulfillment the Customer may reasonably rely (cardinal obligations). In this case, any claim for compensation is limited to the typically foreseeable damages. The burden of proving that the Provider is at fault rests with the Customer. The Provider will provide the Customer with reasonable assistance in clarifying the facts of the matter, in particular by providing the technical logs and availability information available to the Provider. If the investigation reveals that the cause lies outside the provider’s sphere of responsibility, the provider is entitled to invoice the provider for the expenses incurred in accordance with Section 7.4 or to deduct them from an existing hourly allowance.

9.4 Disclaimers

The provider is not liable for lost profits, lost savings, damages resulting from operational disruptions, or any other indirect or consequential damages.

9.5 Maximum Liability Amount

The Provider’s liability is limited to the amount of the usage fee actually paid by the customer during the twelve months prior to the event that caused the damage.

9.6 Mandatory Law

The foregoing limitations of liability do not apply to damages resulting from injury to life, limb, or health, nor do they apply to the extent that mandatory statutory provisions preclude them.

9.7 Indemnification

If third parties assert claims against the Provider that are attributable to unlawful content, data, or acts of use by the Customer or its users in connection with the Software, the Customer shall indemnify the Provider against such claims. This also includes reasonable legal defense costs. The customer shall promptly notify the provider of such claims and provide reasonable assistance in defending against them.

If third parties assert claims against the Customer on the grounds that the contractual use of the software infringes on third-party intellectual property rights, the Provider shall indemnify the Customer, provided that the Customer promptly notifies the Provider and leaves the defense to the Provider. In such a case, the Provider may, at its discretion, either secure a right for the Customer to continue using the software, modify the software so that the infringement no longer occurs, or—if neither of these options is possible with reasonable effort—terminate the contract for cause and reimburse the Customer on a pro-rata basis for any usage fees already paid.

10 Confidentiality

10.1 Confidential Information

Each party agrees to treat all confidential information of the other party obtained in connection with this Agreement as strictly confidential, to protect such information from unauthorized access using state-of-the-art measures, and not to disclose it to third parties without the prior written consent of the other party. Confidential information includes, in particular, trade secrets, technical information, customer data, the terms of this Agreement, and pricing information. Disclosure to employees, consultants, or affiliated companies is permitted provided that they are subject to a comparable confidentiality obligation and such knowledge is necessary for the performance of this Agreement.

10.2 Exceptions

The duty of confidentiality does not apply to information that was already publicly known at the time of disclosure or that subsequently becomes publicly known through no fault of the receiving party, that was lawfully known to the receiving party prior to disclosure, that is provided by an authorized third party without any confidentiality restrictions, or that must be disclosed pursuant to statutory provisions or by order of a government agency or court.

10.3 Continuation of Effect

The confidentiality obligations shall continue indefinitely beyond the termination of the contract, as long as the information in question does not fall under any of the above exceptions.

10.4 Data Breaches Involving Sub-Processors

If the Provider becomes aware of a data breach involving a sub-processor it has engaged, it will notify the Customer immediately, but no later than 72 hours after becoming aware of the breach. The Provider will provide the Customer with appropriate support in fulfilling its own reporting and documentation obligations to supervisory authorities and data subjects.

The Provider’s liability for data protection incidents involving sub-processors is governed by the provisions in Chapter 9. The Provider shall not be liable for damages attributable exclusively to the fault of the subprocessor, provided that the Provider has demonstrably fulfilled its duty of care in selecting and monitoring the subprocessor. The Provider undertakes to assert its claims for recourse against the sub-processor and to allow the Customer to share appropriately in the proceeds.

11 Force Majeure

11.1 Exemption from Performance

If the fulfillment of contractual obligations is temporarily prevented by an event of force majeure, the affected performance obligations shall be suspended for the duration of the event, without this giving rise to any claims by the other party for damages or liquidated damages. The customer’s payment obligations shall be suspended on a pro rata basis if the service owed cannot be performed for more than three calendar days due to the event.

11.2 Duty to Disclose Information

The affected party must promptly notify the other party in writing of the occurrence, expected duration, and effects of the force majeure event. It must make every reasonable effort to minimize the effects of the event and resume performance of its obligations as soon as possible.

11.3 Special Right of Termination

If the force majeure event lasts longer than 30 calendar days, either party is entitled to terminate the contract with immediate effect. In this case, any usage fees already paid for services not rendered shall be refunded on a pro rata basis.

12 Data Protection and Data Processing on Behalf of Others

12.1 Scope

The provisions of this chapter apply to the extent that the relevant legal provisions apply to the processing of customer data. For customers based outside the European Economic Area, the data protection provisions of this chapter shall apply mutatis mutandis as the contractually agreed minimum standard for the handling of customer data.

12.2 Responsibility Under Data Protection Law

Both parties agree to comply with the applicable data protection regulations.

12.3 Data Processing on Behalf of a Third Party

To the extent that the Provider processes personal data on behalf of the Customer in connection with the performance of this Agreement, the Data Processing Agreement (DPA) attached as Exhibit 1 shall apply. The DPA is an integral part of this Agreement.

12.4 Access to Data

The Provider grants the Customer access to the data generated or co-generated by the Customer in the course of using the software in a structured, commonly used, and machine-readable format. This data is made available via the export functions available in the software or—to the extent technically necessary—upon the Customer’s request. Individual requests regarding data exports may be fulfilled on a fee-for-service basis upon agreement with the Provider. Any further statutory rights of access held by the customer remain unaffected.

The Provider is entitled to take reasonable technical protective measures to safeguard the security and integrity of the software, protect trade secrets, and safeguard the rights of third parties. The remaining provisions of this Agreement and the General Terms and Conditions (Appendix 1) remain unaffected by the provisions of this section.

13 Data Storage, Data Export, and Deletion

13.1 Data Storage

When using the software, the customer may store data on the tenant set up for them. The customer is solely responsible for complying with statutory retention periods.

13.2 Data Backup

The provider ensures that customer data is backed up regularly as part of the cloud infrastructure it uses.

13.3 Deletion Upon Termination of the Contract

The Provider shall delete the customer data stored by it sixty (60) calendar days after the termination of the contract, unless the customer notifies the Provider within this period that the data exported by the Provider is unreadable or incomplete, or requests a copy of data that cannot be retrieved using the export functions. Failure to provide such notification shall be deemed the customer’s consent to the deletion.

14 Final Provisions

14.1 Export Controls and Sanctions

The Customer agrees to comply with all export control and sanctions regulations applicable to the Customer when using the Software. The Customer warrants that the Software and the data processed through it will not be transferred to, or made available to, any countries, individuals, or organizations subject to applicable sanctions regulations.

The Provider is entitled to immediately block access to the software if there are concrete indications that its use violates applicable export control or sanctions regulations. In this case, the customer shall have no claim for damages or a refund to the extent that the suspension was necessary to comply with legal requirements.

14.2 Governing Law

This contract shall be governed by Austrian substantive law, excluding provisions regarding renvoi and further referral, as well as the United Nations Convention on Contracts for the International Sale of Goods (CISG).

14.3 Jurisdiction

It is agreed that the court with subject-matter jurisdiction over the Provider’s respective place of business shall have exclusive jurisdiction over all disputes arising out of or in connection with this contract.

14.4 Written Form and Collateral Agreements

Any amendments or additions to this contract must be made in writing; this also applies to any waiver of this written form requirement. Digital signature methods satisfy the written form requirement. There are no oral side agreements.

14.5 Severability Clause

Should any provision of this contract be or become invalid, the validity of the remaining provisions shall remain unaffected. In place of the invalid provision, a valid provision that most closely reflects the intent and purpose of the invalid provision shall be deemed to have been agreed upon. The same applies to any gaps in the contract.

14.6 Notices and Communication

All notices required under this Agreement to be provided in writing or in text form must be sent to the contact information for the respective party specified in Part 1. Each party is obligated to notify the other party immediately in text form of any changes to its contact information. Until such a notification is received, communications sent to the last known address shall be deemed to have been properly delivered.

14.7 References

Following a successful product launch, the Provider is entitled to name the Customer by name and using the Customer’s logo as a reference customer, in particular on the Provider’s website, in presentations, and in other marketing materials. The customer will consider requests from the provider to create joint success stories favorably and consent to their publication, provided there are no objective reasons to the contrary. The customer may object to such use at any time in writing; in this case, the provider will remove the reference within 14 calendar days.

14.8 Assignment and Transfer

The assignment of rights or the transfer of obligations under this agreement requires the prior written consent of the other party. The Provider is entitled to transfer rights and obligations under this Agreement to an affiliated company or a legal successor as part of a corporate restructuring or sale, provided that this does not materially impair the Customer’s contractual rights. The Provider shall promptly notify the Customer of such a transfer in writing.