General Terms and Conditions of kasasi GmbH

1. 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].
   
   
   
2. Liability
   (1)    kasasi shall be liable without limitation
   a)     in the event of intentional or grossly negligent breaches of duty by kasasi, its legal representatives, organs or vicarious agents,
   b)     in the event of culpable injury to life, limb or health,
   c)     in the event of fraudulent concealment of a defect,
   d)     in accordance with the provisions of the Product Liability Act, and
   e)     in other cases of mandatory statutory liability.
   Where kasasi has given a guarantee, liability shall be governed by the content and scope of the respective guarantee.
   (2)    In the event of a breach of a material contractual obligation due to simple negligence, kasasi shall be liable in accordance with the statutory provisions, but such liability shall be limited to the damage foreseeable at the time the contract was concluded and typical of the contract.
   Material contractual obligations are those obligations the fulfilment of which is essential for the proper performance of the contract and on the observance of which the customer regularly relies and is entitled to rely.
   (3)    Liability under clause (2) is further limited, per claim, to 200 per cent of the net annual fee applicable to the contractual relationship in question, subject to a maximum of EUR 1,000,000.
   In the case of continuing obligations, the relevant net annual fee is defined as the sum of all current net fees which the customer was required to pay for the services covered by the contract during the twelve months prior to the occurrence of the event giving rise to the damage, on the basis of the contractual relationship in question.
   Recurring net fees include, in particular, basic fees, usage fees, platform fees, licence fees, vehicle fees, equipment fees, user fees, data transmission fees, interface fees and other recurring fees dependent on performance or usage.
   If the contractual relationship had not yet been in place for twelve months at the time of the event giving rise to the loss, the average net fee owed per full contractual month since the start of the contract shall be extrapolated over a period of twelve months.
   One-off net fees, in particular for set-up, implementation, configuration, integration, data migration or training, shall be added to the relevant net annual fee, provided that the breach of duty giving rise to the loss is related to the service for which the respective one-off fee was paid.
   The relevant net annual fee does not include value added tax, customs duties, charges, or fees and expenses which kasasi merely passes on to the customer as transitory items or as separately itemised costs from third-party providers.
   Multiple claims arising from the same breach of duty, the same technical fault, the same security incident, or several directly related breaches of duty, technical faults or security incidents shall be deemed a single claim.
   (4)    In the event of a breach of a material contractual obligation due to simple negligence, kasasi shall not be liable.
   (5)    In the event of a breach of a material contractual obligation due to simple negligence, kasasi’s liability for loss of profit, loss of business or production, loss of use, additional costs for alternative transport or alternative arrangements, indirect damages and other consequential damages arising from the defect shall extend only to the extent that such damages were foreseeable at the time the contract was concluded as a possible consequence of the breach of obligation and were typical of the contract. Liability is also limited in this respect in accordance with clause (3).
   In the event of a breach of a non material contractual obligation due to simple negligence, liability is also excluded for the damages referred to in the first sentence in accordance with clause (4).
   (6)    Insofar as kasasi’s liability is excluded or limited in accordance with the above provisions, this shall also apply in favour of kasasi’s legal representatives, organs, employees, staff and vicarious agents, provided that they are personally held liable.
   (7)    The above limitations of liability apply to all claims for damages regardless of their legal basis, in particular to claims arising from breaches of contractual or pre-contractual obligations, from defects, from tort or from any other statutory liability.
   (8)    They apply mutatis mutandis to claims for reimbursement of wasted expenditure.
   The above provisions relate exclusively to claims for damages and reimbursement of expenses. Other statutory or contractual rights of the customer, in particular claims for subsequent performance, reduction in price, withdrawal, termination or the assertion of agreed service credits, remain unaffected.
   (9)    Mandatory claims by data subjects for compensation for material or non-material damage under Article 82 of the GDPR remain unaffected.
   The above exclusions and limitations of liability shall have no effect in relation to data subjects insofar as they would restrict their statutory right to full and effective compensation.
   Article 82(5) of the GDPR, the respective degrees of causation and liability, and the data processing agreement concluded between the parties shall apply to the internal allocation of data protection responsibilities and to claims for compensation and recourse between kasasi and the customer.
   Insofar as the data processing agreement does not contain an exhaustive provision, the above limitations of liability shall apply to internal claims between kasasi and the customer only to the extent that this is compatible with Article 82 of the GDPR and other mandatory data protection law.
   
   
   
3. 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.
   
   
4. 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,
   a)     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.
   b)     if the other Party has given its prior written consent to disclosure of such facts or documents. 
   (c)    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.
   
   
5. 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:
   a)     Fire/explosions or floods for which the contractual party is not responsible, 
   b)     War, mutiny, blockade, embargo,
   c)     An industrial dispute lasting more than six weeks and not culpably brought about by one party,
   d)     Technical problems of the Internet that cannot be influenced by a party.
   e)     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.
   
   
6. Extraordinary termination
   (1)    The contractual relationship may be terminated by the parties at any time for good cause (§ 314 BGB), in particular if
   a)     the other Party stops its payments or services,
   b)     insolvency proceedings have been opened over the assets of the other party or the opening has been refused for lack of assets,
   c)     execution is levied on the assets of the other party and is not discontinued within one month,
   d)     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.
   
   
7. Compliance
   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:
   (a)    not employ children or use forced labourers,
   (b)    comply with the relevant national laws and regulations concerning working hours, wages and salaries and other employers' obligations.
   (c)    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.
   (d)    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.
   (e)    comply with all applicable environmental laws and regulations and encourage their business partners and subcontractors to apply the above principles in their operations.
   
   
8. 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 July 2026
kasasi GmbH – An der Stiftsbleiche 11 – D-87439 Kempten