Terms & Conditions

§ 1 Application of the General Terms and Conditions

(1) The General Terms and Conditions accepted by both contracting parties govern the terms and conditions between KraLos GmbH, represented by Mr. CarstenKlein and Mr. Christian Greiwe, Worthstr. 21, 31303 Burgdorf, hereinafter referred to as “KraLos” and the customer, hereinafter referred to as “Customer”, as a service contract within the meaning of §§ 611 et seq. of the German Civil Code (BGB), unless otherwise agreed in writing between the contracting parties.

(2) KraLos offers various services in the rental of SaaS (cybersecurity), IT services including network laying, hardware sales, website creation/maintenance, web hosting and subcontractor or fitter work

(3) The object of the contract is the provision of an agreed service (service contract) and not the achievement of a specific result (not a contract for work). The commissioned services are considered to have been provided when the necessary services have been carried out and any questions that may arise have been dealt with. In its own interest, the customer undertakes to provide all relevant information truthfully and completely.

(4) These General Terms and Conditions apply to companies in accordance with Section 14 of the German Civil Code (BGB) and to consumers in accordance with Section 13 of the German Civil Code.

(5) These Terms and Conditions apply to all present and future business relationships between KraLos and the Customer.

(6) Deviating, conflicting or supplementary General Terms and Conditions shall not become part of the contract, even if known, unless their validity has been expressly agreed to in writing by KraLo.

§ 2 Conclusion of Contract

(1) First, a consultation takes place at the customer’s site. After that, the customer orders KraLos. A price will be quoted to the customer in the offer by KraLos. If KraLosden accepts the customer’s order, the customer will receive an order confirmation.

(2) In any case, the contract will only be concluded when KraLos confirms the customer’s booking. The customer’s booking is binding. With the booking confirmation, the customer will again be informed of the terms of payment and the services of KraLo.

(3) KraLos is entitled to reject a service contract without giving reasons, e.g. if KraLos cannot or may not provide the service due to its specialization or for legal reasons, or if there are reasons that could bring it into conflicts of conscience. In this case, KraLos retains its fee claim for the services provided up to the time of the refusal of the service.

© Law 24/7 Law Firm SchröderGeneral Terms and Conditions KraLos GmbH Version 2.0. from 23.03.2023

§ 3 Content of the service contract

(1) KraLos provides its services to the Client in the form of applying its knowledge and skills in the above-mentioned areas. KraLos makes the agreed Software available to the Customer for use within the framework of a Software-as-a-Service (SaaS) contract. The software is the property of KraLos, and is not sold, but merely rented.

(2) In order to access and use the Service, KraLos will provide the Customer with the necessary access data required to access the Service.

(3) The Client undertakes to use the information materials, reports and analyses prepared by KraLos within the scope of the Service only for its own purposes. The customer receives the exclusive and non-transferable right of use thereto.

(4) All documents of KraLos are protected by copyright. This applies to both the content of the KraLos website and other documents. The customer is not entitled to reproduce, distribute or publicly reproduce such documents. The Client is also not entitled to make image, film or sound recordings of the methods of the Service without the express permission of KraLo.

(5) Insofar as software is included in the scope of delivery, the customer is granted a non-exclusive and non-transferable right to use the delivered software, including its documentation, and it is made available exclusively for use on the intended delivery item. Use, duplication, revision, translation of the software as well as conversion of object code into source code for other purposes is prohibited.

§ 4 Implementation of the Service

(1) The service is based on cooperation. The customer is responsible for a correctly provided e-mail address and for the regular retrieval of his e-mails.

(2) KraLos is entitled to postpone the performance of a service if it or a third service provider engaged by it is prevented from performing the service on the agreed date, e.g. due to riots, strikes, lockouts, natural disasters, storms, traffic obstructions or illness, which prevent KraLos from performing the service on the agreed date through no fault of its own. In this case, there is no claim for damages for the customer.

(3) The image and description of the service on the KraLos website are for illustrative purposes only and are only approximate. No guarantee is given for full compliance.

(4) KraLos is entitled to make adjustments to the content or the course of the service for technical reasons, for example if there is a need for an update or further development of the service content, provided that this does not result in a significant change in the service content and the change is reasonable for the customer. (5) KraLos shall provide the Client with the agreed software in the current version and shall take care of the maintenance and care of the software. KraLos is entitled to use the

© Law 24/7 Law Firm SchröderGeneral Terms and Conditions
KraLos GmbHVersion 2.0. from 23.03.2023

To update and extend the software at any time in order to improve the performance of the software or to adapt it to the needs of the market.

(6) The customer is obliged to use the software exclusively for its own business purposes and to comply with the contractual provisions. The customer is not entitled to modify or decompile the software. The customer undertakes not to use any data or content that violates applicable law or violates the rights of third parties.

(7) KraLos does not have to perform the service itself. He is entitled to hand over the performance of the service to third parties, e.g. to subcontractors, at his own discretion.

§ 5 Payment

(1) A payment shall be made to KraLos directly by the customer after receipt of the invoice. Payment is due upon receipt of the invoice by e-mail. The payment term is 7 days from the date of invoicing. Payment is possible with the means of payment specified in the invoice.

(2) The customer shall be in default 7 days after delivery without further explanation from the seller, unless he has paid.

(3) All prices on the homepage of KraLos are listed as net prices.

§ 6 Intellectual Property Rights of KraLos and Third Parties

(1) All rights to the results of the service that are related to KraLo’s activities for the customer, in particular all copyright rights of use, all design rights, all trademark and trademark rights as well as other intellectual property rights (including all development stages), belong exclusively and without restriction to KraLos.

(2) The customer hereby transfers to KraLos the exclusive rights of use at the time of the creation of the results, which are unrestricted in terms of time, space and content.

(3) KraLos permanently retains the right to its logo and brand. The brand and logo of KraLos may not be used by the customer without the customer’s consent.

(4) If the contractual use of the work results created by KraLos infringes the property rights of third parties, the customer shall indemnify KraLos from claims of third parties based on existing property rights of third parties that have been established by a court of law, insofar as the work results are based on specifications or provisions of the customer. The Client shall immediately notify KraLos in writing of any claims made.

§ 7 Confidentiality

(1) The parties will keep confidential all trade secrets and other information of the other party marked as confidential (hereinafter referred to as “confidential information”). The receiving party (“Recipient”) will treat the Confidential Information with the same care as it treats its own Confidential Information of the same sensitivity, but at least with the care of a prudent businessman.

(2) Any use of the Confidential Information shall be limited to use in connection with this Agreement. Without the prior consent of the disclosing party, the disclosure of confidential information to third parties is not permitted. Consent must be given in writing. No third parties within the meaning of this paragraph are affiliated companies of the parties and consultants who are obliged by law to maintain confidentiality.

(3) To the extent required by applicable legal obligations, the recipient is also entitled to disclose and pass on confidential information. To the extent permitted by law, the Recipient will notify the Disclosing Party prior to disclosing any Confidential Information.

4. The parties shall require their employees or third parties to whom they disclose confidential information to treat such information confidentially within the framework of their respective subcontractor and employment relationships, provided that the obligation of confidentiality shall continue beyond the end of the relevant subcontractor or employment relationship, unless a general obligation to maintain confidentiality already exists.

(5) The obligation of confidentiality shall not apply to information which:

(a) were already in the public domain at the time of conclusion of the contract or subsequently become generally known without breach of the confidentiality obligations contained in this contract;

(b) which the recipient has developed independently of this contract; or

c) received by the recipient from a third party or outside of this Agreement from the disclosing party without any obligation of confidentiality. Proof of the existence of the exceptions referred to in this paragraph shall be the responsibility of the party invoking the exception.

(6) Upon termination of this Agreement, the parties shall release or delete any confidential information in their possession of the other party at the request of that party. This does not apply to confidential information, for which there is a longer legal retention obligation, as well as data backups as part of normal backup processes.

(7) KraLos is entitled to use empirical knowledge, such as ideas, concepts, methods and know-how, which is developed or disclosed in the course of the performance of the contract and is stored in the memory of the persons used to provide the service. This does not apply to the extent that industrial property rights or copyrights of the customer are violated as a result. The obligation to maintain confidentiality remains unaffected by this.

§ 8 Term and Termination

(1) The contract is concluded for the term agreed in the respective contract. If it is a one-off provision of a service, this is noted in the contract and the following paragraphs of Section 8 do not apply to it.

(2) Unless otherwise agreed between the provider and the customer, the term of the contract shall be extended by one month in each case if the customer is a consumer. In the case of entrepreneurs, the contractual relationship is always extended by the original term.

(3) If the contractual relationship is not terminated by one month before the end of the respective term, it shall always be extended by a further month if both customers are consumers. In the case of entrepreneurs, the contractual relationship is always extended by the original term.

(4) After the end of the regular term, the notice period shall be one month to the end of each calendar month for consumers and one month to the end of the extended term for entrepreneurs. Here, too, the termination must be in writing.

(5) The right to termination without notice and extraordinary termination in the event of good cause shall remain unaffected. An extraordinary right of termination on the part of KraLos exists in particular if the customer is in arrears with payments more than 2 times, if he intentionally violates the provisions of these GTC and/or has intentionally or negligently committed prohibited acts or if the relationship of trust is permanently disturbed.

(6) In the event of premature termination by the customer for good cause, KraLos’ claim to remuneration remains unaffected. The customer reserves the right to prove that we have suffered no or significantly less damage.

§ 9 Liability and Warranty

(1) We shall be liable to you in all cases of contractual and non-contractual liability in the event of intent and gross negligence in accordance with the statutory provisions for damages or reimbursement of futile expenses.

(2) In other cases – unless otherwise provided for in paragraph 3 – we shall only be liable in the event of a breach of a contractual obligation, the fulfilment of which is essential for the proper execution of the contract in the first place and on the compliance of which you as a customer may regularly rely (so-called cardinal obligation), and this is limited to compensation for foreseeable and typical damage. In all other cases, our liability is excluded, subject to the provision in paragraph 3.

(3) Our liability for damages resulting from injury to life, limb or health and under the Product Liability Act remains unaffected by the above limitations and exclusions of liability.

(4) We protect our customers against cybercrime as best we can. Unfortunately, this cannot always be prevented. For damages incurred by customers as a result of such cybercrime, the exclusion of liability in paragraphs 1 – 3 applies with the aforementioned incidental incidents.

§ 10 Data protection

(1) The customer expressly consents to the electronic data processing of his personal data within the framework of the following regulations. Customer data is treated with absolute confidentiality. The data provided by the customer will be used exclusively for the professional performance of the service. The data will not be passed on to third parties.

(2) The separate data protection provisions on our homepage under the following link apply: https://kralos.eu/privacy/

§ 11 Right of revocation

(1) If the customer is a consumer, we refer to the separate cancellation policy that the customer received with the invoice with regard to the right of withdrawal.

(2) If the customer is a company, the right of revocation is excluded.

§ 12 European Dispute Resolution

(1) We would like to draw your attention to online dispute resolution in accordance with Art. 14 para. 1 ODR Regulation: The European Commission provides a platform for online dispute resolution (ODR), which you can find under https://ec.europa.eu/consumers/odr. Here you can enter into the out-of-court settlement of consumer disputes arising from online contracts.

(2) We are not willing or obliged to participate in a dispute resolution procedure before a consumer arbitration board.

§ 13 Final Provisions

(1) Should individual provisions of the respective service contract be or become invalid or void, the validity of the service contract as a whole shall not be affected. Rather, the invalid or void provision is to be replaced in free interpretation by a provision that comes closest to the purpose of the contract or the will of the parties.

(2) The law of the Federal Republic of Germany shall apply.

(3) Amendments and additions to the service contract must be made in writing in order to be effective. There are no oral ancillary agreements.

(4) The place of jurisdiction, insofar as the customer is a merchant, is the registered office of KraLos for all disputes arising from the contractual relationship. Otherwise, the legal regulations apply.

(5) KraLos is entitled to publish the logo and the link to the website of Webouncer customers as a reference on the website of KraLos Customers.