Terms and Conditions

The following terms apply to the provision, whether against payment or free of charge, of software applications operated by cdot GmbH for use via the internet, as well as to related services provided to businesses (Software-as-a-Service, hereinafter “SaaS Services”). Deviating, conflicting or supplementary terms of the Customer shall only become part of the contract if cdot GmbH has expressly agreed to their validity in writing.

The contract between the Customer and cdot GmbH is concluded upon the Customer’s acceptance of the offer, whereby by accepting the offer the Customer also accepts these Terms and Conditions. These Terms and Conditions are an integral part of the contract and are made available to the Customer together with the offer.

The subject matter of the contract is the provision of the software applications offered by cdot GmbH and the performance of related services. The specific scope of services is set out in the respective offer or the service description attached to it.

Uninterrupted or completely error-free availability is not owed.

Unavailability includes, in particular, maintenance work, security measures, outages beyond the control of cdot GmbH, disruptions to telecommunications or internet connections, outages of third-party providers, force majeure, and disruptions caused by the Customer’s systems or actions. The Customer will be informed in advance of planned maintenance work.

cdot GmbH may impose temporary restrictions where this is necessary to avert security risks, prevent damage or restore proper operation.

cdot GmbH may provide certain SaaS Services in whole or in part free of charge, in particular as trial access limited in time or functionality, or as permanent free access with a restricted range of functions.

There is no entitlement to the provision of, a particular range of functions of, or the continuation of a free service. cdot GmbH is entitled to change, restrict or discontinue free services at any time and to block or terminate access at any time without stating reasons. Any warranty for free services is excluded.

The Customer shall use the software application exclusively in accordance with the contract and applicable law.

The Customer is in particular obliged to keep its master data up to date, to control users and permissions, to protect access credentials, to report security incidents without undue delay, to review automated results, to ensure the necessary legal bases and consents, to comply with statutory retention and documentation obligations, and not to cause disproportionate system load.

To the extent permitted by law, the Customer is liable for the conduct of persons to whom it grants use of the software application as for its own conduct.

Insofar as cdot GmbH depends on the Customer’s cooperation to perform the contract, the Customer is obliged to provide the cooperation that is necessary for performing the contract and can reasonably be expected of it. This includes, in particular, providing all necessary items, data and information in a suitable form and within a reasonable period. Disadvantages resulting from a breach of the duty to cooperate shall be borne by the Customer to the extent they are attributable to the omitted or improper cooperation.

The fee is based on the order and is generally charged as a recurring usage fee payable in advance (subscription) per billing period – for example per month or year – and/or according to the number of users. VAT is added to the fee.

The fee is index-linked to the Consumer Price Index (CPI) published by Statistics Austria, or any index replacing it, and may be adjusted in line with changes in the index. The base for indexation is the month in which the contract is concluded; an adjustment may be made for the first time after the first 12 months of the contract. Price changes will be communicated in text form at least six weeks before they take effect. For monthly contracts, the price change applies at the earliest from the next billing period after the notice period has expired. For annual contracts, it applies at the earliest from the beginning of the next twelve-month contract period.

In the event of a payment default for which the Customer is responsible, the statutory default interest rate for business transactions applies. cdot GmbH may claim necessary and reasonable dunning and collection costs. After an unsuccessful reminder and a reasonable grace period, cdot GmbH may temporarily restrict or block access to the SaaS Services. Unless there is a security or misuse incident, the Customer will be given a reasonable opportunity to export its data. The Customer’s payment obligation remains unaffected.

The Customer only has a right of set-off or retention against cdot GmbH if its claim is undisputed or has been finally established by a court.

For the term of the contract, cdot GmbH grants the Customer a non-exclusive, non-transferable and non-sublicensable right to use the software as intended within the agreed scope (in particular within the booked number of users) for its own business purposes. All rights in the software, its further developments and all associated intellectual property rights remain with cdot GmbH.

The Customer is not entitled to use the software beyond the contractually agreed scope, to make it accessible to third parties, to reproduce, modify, reverse engineer, decompile or disassemble it. In particular, the Customer is not entitled to use the software or services to develop or offer competing products or services.

All data that the Customer enters into or generates with the software (“Customer Data”) remains the property of the Customer or the respective rights holder. The Customer grants cdot GmbH the right to store, process and reproduce the Customer Data to the extent necessary to provide the contractually agreed services. Insofar as the Customer Data constitutes personal data, section 7 of these Terms and Conditions applies additionally.

If open-source software or third-party software components are integrated into the SaaS Services, the rights of use in these components are primarily governed by the respective license terms of the third-party manufacturers or the open-source licenses.

cdot GmbH is entitled to continue using the general insights, methods and know-how gained in the course of providing the services, as well as anonymized or aggregated usage data, for its own purposes, in particular for the internal improvement and further development of its products and services and for quality assurance, provided that no confidential information of the Customer is disclosed.

Both parties undertake to comply with all applicable data protection laws and regulations, in particular the General Data Protection Regulation (GDPR) and national data protection law.

Further information on data protection can be found in the privacy policy of cdot GmbH, which is available on the website at cdot.ai/en/data-protection.

cdot GmbH warrants that, at the time of provision, the SaaS Services essentially correspond to the respective service description. In the event of defects, cdot GmbH is initially entitled to remedy them within a reasonable period. If the remedy fails or cannot reasonably be expected of cdot GmbH, the Customer is entitled to the statutory warranty remedies. Any warranty for services provided free of charge (section 3) is excluded; liability for intent and gross negligence remains unaffected.

The total liability of cdot GmbH under the contract is limited to the fees paid by the Customer in the 12 months preceding the assertion of the claim. Liability for slight negligence is excluded in the B2B sector (sections 1295 et seq. of the Austrian Civil Code, ABGB). Full liability applies in the case of personal injury, intent and gross negligence.

cdot GmbH is not liable for: (a) indirect, incidental or consequential damages, (b) loss of profit or loss of data, (c) damages resulting from misuse or non-compliance by the Customer.

cdot GmbH is not liable for impairments of the services that are due to circumstances beyond its control, in particular force majeure, outages of third-party providers, or the infrastructure provided by the Customer.

The services provided by cdot GmbH may include AI-supported functions. No warranty is given for the accuracy, completeness or freedom from errors of the information and results provided by AI applications. The Customer is responsible for checking such information and results for accuracy, completeness and suitability for the respective purpose before using them. cdot GmbH is not liable for decisions or measures taken by the Customer on the basis of such information or results.

For advertising purposes, the Customer may only use the name and brand of cdot GmbH and/or of its location performing the contract with the express prior written consent of cdot GmbH.

Subject to express prior written consent, cdot GmbH is entitled to use the Customer, as well as information about the existing business relationship and the services provided, as a reference and for marketing purposes, in particular on its website, in marketing materials and in presentations, provided that no confidential information of the Customer is disclosed.

With monthly billing, the contract is concluded for an indefinite period and may be terminated by either party with four weeks’ notice to the end of the respective monthly billing period.

With annual billing, the contract is initially concluded for twelve months. It is automatically renewed for further periods of twelve months unless terminated by either party with four weeks’ notice to the end of the respective billing year.

The right of both parties to extraordinary termination for good cause remains unaffected.

Good cause for cdot GmbH exists in particular if the Customer fails to make significant payments despite a reminder and grace period, uses the platform unlawfully or abusively, circumvents security mechanisms, grants access to unauthorized third parties, materially infringes the rights of third parties, endangers systems, or repeatedly breaches material contractual obligations.

Any termination must be made in text form (e.g. by email or letter).

Upon termination of the contract, the Customer’s right to use the software application ends. The Customer’s access to the platform will be deactivated when the termination takes effect.

After the end of the contract – regardless of the reason for termination, including extraordinary termination by cdot GmbH – cdot GmbH will provide the Customer with access to the stored data for a period of 30 days for the purpose of data export, insofar as this is technically possible and reasonable. During this period, access may be restricted to the functions required for data export.

After this period has expired, cdot GmbH is entitled to delete the stored Customer Data, unless statutory retention obligations or other legal obligations prevent this. The Customer is responsible for backing up its data in good time.

The contracting parties undertake to treat all confidential information of the other party obtained in connection with this contract as strictly confidential and to use it only for the performance of this contract. This obligation continues to apply after termination of the contract and does not extend to information that is or becomes publicly known without a breach of duty.

All ancillary agreements, amendments and supplements to these Terms and Conditions must be made in text form (e.g. email) to be effective. This also applies to any waiver of this form requirement.

cdot GmbH reserves the right to amend or supplement these Terms and Conditions. Amendments and supplements will be communicated to the Customer in text form (e.g. by email or by a notice upon login to the software), with reference to the provisions concerned, at least two months before they are scheduled to take effect. The amendments become part of the contract unless the Customer objects in writing or requests negotiations on the amendments within 14 days of receipt of the notice.

The place of performance for the services of cdot GmbH is the seat of the commissioned location. The place of performance for the Customer’s payments is Vienna.

The laws of the Republic of Austria apply exclusively, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG) and any conflict-of-law rules (e.g. the Rome Convention, the Austrian Private International Law Act (IPRG)).

The exclusive place of jurisdiction for all disputes between the contracting parties is, depending on the amount in dispute, the District Court for Commercial Matters Vienna (Bezirksgericht für Handelssachen Wien) or the Commercial Court Vienna (Handelsgericht Wien). However, cdot GmbH is also entitled to bring an action at the Customer’s registered office.

Should individual or several provisions be or become wholly or partially invalid, or should there be a gap in the provisions, this shall not affect the validity of the remaining provisions.