General Terms and Conditions of kasasi GmbH

General
These terms and conditions apply exclusively; any terms and conditions of the customer which conflict with or deviate from our terms and conditions shall not apply unless they have been expressly agreed to in writing. These terms and conditions shall also apply if services are performed for the customer without reservation in the knowledge that the customer's terms and conditions conflict with or deviate from our terms and conditions.
1. All agreements made between kasasi and the customer for the purpose of executing this agreement are set out in writing in the framework agreement or these terms and conditions.
2. These terms and conditions shall only apply to companies within the meaning of § 14 (1) BGB [German Civil Code].
Liability/Warranty
The liability of kasasi is based on the legal requirements in accordance with the following provisions.
1. kasasi is liable for damages which are based on intent or gross negligence, including intent or gross negligence of its representatives or vicarious agents or the violation of a guarantee or assured specification assumed upon conclusion of the contract. As far as kasasi is not accused of intentional or grossly negligent breach of contract, the liability for damages is limited to the foreseeable, typically occurring damage.
2. kasasi is further liable according to the legal regulations if an essential contractual obligation has been culpably violated. Essential contractual obligations are such contractual obligations whose fulfilment enables the proper execution of the contract in the first place and on whose compliance the customer regularly relies on and may rely; in this case, the liability for damages is then limited to the foreseeable, typically occurring damage, if no case of § 2 (1) exists (intent or gross negligence).
3. If the liability in § 2 (1) and (2) is effectively limited to the foreseeable, typically occurring damage, a limitation to a maximum amount of EUR 50,000 per case of damage shall apply in addition.
4. Insofar as kasasi's liability for damages is excluded or limited, this also applies with regard to the personal liability for damages of its employees, representatives and vicarious agents.
5. If no essential contractual obligation was violated, liability for slight negligence is completely excluded.
6. The above provisions shall also apply if the customer demands compensation for useless expenditure instead of a claim for damages instead of performance.
7. Any further liability for damages beyond that provided for in this paragraph is excluded, regardless of the legal nature of the claim asserted. This applies in particular to claims for damages arising due to fault from contract conclusion or other breaches of duty.
8. Liability for culpable injury to life, body or health, as well as liability under the Product Liability Act, shall remain unaffected by the restrictions in § 2.
Warranty
1. Defects of the kasasi platform software will be repaired after corresponding notification of the defect by the customer within the scope of the support provided.
2. Claims for defects shall be subject to the right of defects under the lease agreement. The customer's right of termination due to failure to grant use in accordance with § 543 (2) sentence 1 no. 1 of the German Civil Code (BGB) is excluded unless the production of the contractual use is to be regarded as failed.
Secrecy
1. The parties shall maintain absolute secrecy with regard to all knowledge and information of a commercial nature concerning the business or enterprise of the respective other party obtained in connection with the conclusion and implementation of this contract, even after termination of their cooperation.
2. The parties undertake to treat all confidential information, personal data and business secrets of the respective other party, in particular information which the customer provides to kasasi in connection with this Project Contract in the form of specifications or other data which become known to kasasi in the course of the Project Contract ("confidential information"), as strictly confidential and to maintain secrecy in respect of such information even beyond the duration of the Project Contract. In particular, the Parties also undertake not to make the Confidential Information available to third parties or to pass it on to them.
3. The parties' obligation of secrecy does not extend to facts and/or documents,
  1. which at the time of their disclosure by the other party are already generally accessible or known to the public, without this being based on a breach of this confidentiality obligation by one party.
  2. if the other Party has given its prior written consent to disclosure of such facts or documents.
  3. or if this is legally required due to an official or court order or obligation to provide information to a public authority. In the event that this condition is met, the party concerned shall inform the other party thereof to the extent permitted by law.
Force majeure
1. Neither party is obliged to fulfil its contractual obligations in the event of and for the duration of force majeure. In particular the following circumstances are to be regarded as force majeure in this sense:
  1. Fire/explosions or floods for which the contractual party is not responsible,
  2. War, mutiny, blockade, embargo,
  3. An industrial dispute lasting more than six weeks and not culpably brought about by one party,
  4. Technical problems of the Internet that cannot be influenced by a party.
  5. epidemics or pandemics which lead to significant restrictions in fact or due to official orders.
2. Each Party shall immediately inform the other Party in writing of the occurrence of a case of force majeure.
Extraordinary termination
1. The contractual relationship may be terminated by the parties at any time for good cause (§ 314 BGB), in particular if
  1. the other Party stops its payments or services,
  2. insolvency proceedings have been opened over the assets of the other party or the opening has been refused for lack of assets,
  3. execution is levied on the assets of the other party and is not discontinued within one month,
  4. the respective other party to the contract seriously violates obligations under this contract, does not comply with the obligations even after a written warning or makes good the damage and it is therefore unreasonable to expect the other party to adhere to the contract.
2. Any notice of termination must be in text form to be effective.
Compliance
1. Both parties undertake to comply with the legal regulations applicable to your company. They support and respect the principles of the Global Compact ("UNGC"), the United Nations Universal Declaration of Human Rights and the 1998 Declaration on Fundamental Principles and Rights at Work of the International Labor Organization in accordance with national laws and practices. In particular, both parties will apply in their companies:
  1. not employ children or use forced labourers,
  2. comply with the relevant national laws and regulations concerning working hours, wages and salaries and other employers' obligations.
  3. comply with applicable health and safety regulations and provide a safe and healthy working environment in order to maintain the health of workers and prevent accidents, injuries and work-related illnesses.
  4. refrain from any discrimination based on race, religion, disability, age, sexual orientation or gender, respecting international anti-corruption standards as set out in the UNGC and local anti-corruption and bribery laws.
  5. comply with all applicable environmental laws and regulations and encourage their business partners and subcontractors to apply the above principles in their operations.
Place of jurisdiction – place of performance
1. If the customer is a merchant, our place of business shall be the place of jurisdiction; kasasi is however also entitled to sue the customer at the court of his place of residence.
2. The law of the Federal Republic of Germany shall apply; the validity of the UN Convention on Contracts for the International Sale of Goods (CISG) is excluded.
3. Unless otherwise stated in the order confirmation, kasasi's place of business shall be the place of performance.

Status June 2023
kasasi GmbH – An der Stiftsbleiche 11 – GER-87439 Kempten