General terms and conditions.

1.1 These general terms and conditions apply to all contracts between the provider and the customer concerning the use of the CUSEA Service Desk platform (the “platform”) and the managed services provided by the provider. They apply exclusively to entrepreneurs (§ 14 BGB), legal entities under public law and special funds under public law.

1.2 Deviating, conflicting or supplementary terms of the customer become part of the contract only if and to the extent that the provider has expressly consented to them in writing.

1.3 In the event of conflicts, the following order of precedence applies: (a) the individual service agreement/service schedule including the price sheet and service descriptions, (b) the data processing agreement (DPA), (c) these terms, (d) any third-party service descriptions (e.g. Microsoft, IONOS). The provisions listed first take precedence; gaps are filled by the subordinate provisions.

2.1 The provider makes the platform available to the customer as a cloud-based service (software as a service) in the selected plan (Basis, Pro, Enterprise) for use over the internet. The functional scope follows from the plan and service description applicable at the time the contract is concluded.

2.2 The customer may additionally book managed services (e.g. Total Workplace, Managed Service Desk, Managed Firewall, Managed Server, Microsoft 365) and add-ons (Workplace Basic/Premium). The service descriptions and price sheets booked in each case apply to these.

2.3 The platform uses AI-supported methods (including speech, text and knowledge processing) to handle service requests. The provider owes the contractually described functionality, not a particular processing or resolution outcome in an individual case, unless expressly agreed as a service level.

2.4 The provider is entitled to develop the platform further and adapt functions, provided the contractually owed scope of services is not materially reduced.

3.1 The presentation of plans and services in the platform is not a binding offer but an invitation to submit an offer.

3.2 The contract is concluded when the customer digitally signs the service agreement/service schedule and the provider accepts it. Signature takes place in the platform by name, a hand-drawn electronic signature (simple electronic signature within the meaning of Art. 3 no. 10 eIDAS Regulation) and active confirmation; the time, the signatory and the accepted document versions are logged. For enterprise services the contract is concluded through the customer’s enquiry, an individual offer from the provider and the customer’s signature of that offer.

3.3 The signing user warrants that they are authorised to represent the customer.

4.1 The provider makes the platform available with an availability of 99.5 % on annual average (measuring point: data centre handover point). Announced maintenance windows (with at least 48 hours’ notice, as a rule outside service hours) and periods of force majeure are excluded.

4.2 Response and resolution times for service requests follow the agreed SLA (annex to the service agreement). Where SLA targets are missed repeatedly, the credit arrangements agreed in the service agreement apply.

4.3 Service hours (attended operation) are Monday to Friday 07:00–18:00, unless agreed otherwise, excluding public holidays at the provider’s registered office.

5.1 The prices agreed in the service agreement/price sheet apply. All prices are net, plus statutory VAT.

5.2 Monthly fees (plan flat rate, seat/asset prices) are invoiced monthly in arrears. Setup and transition fees for connected managed services fall due on placement of the order. No setup fee is charged for the CUSEA platform itself.

5.3 Usage-based services beyond the included allowance (e.g. additional AI interaction packages, extra voice minutes, agent licences) are billed according to the price sheet. An AI interaction is a fully resolved request, irrespective of the number of messages exchanged; telephony (voice minutes) is counted separately.

5.4 Second-level effort is billed on a time-and-material basis at the agreed hourly rates, unless included as a flat rate. The provider estimates the effort in advance; work begins only after the customer approves it.

5.5 Invoices are payable in full within 14 days of receipt. Statutory provisions apply in the event of late payment.

5.6 The agreed prices are as a rule fixed for the initial term. If the procurement or licence costs relevant to providing the services (e.g. AI models, cloud infrastructure, third-party licences) rise unexpectedly and significantly during the term (by more than 10 % compared with the position at the conclusion of the contract or the last adjustment), the provider is entitled to adjust prices accordingly. Price adjustments are announced in text form at least three months in advance. If the total price payable by the customer thereby increases by more than 5 %, the customer has a special right of termination effective when the adjustment takes effect; the announcement points this out. Pure pass-through items (e.g. Microsoft subscription licences under the CSP model) are billed at the manufacturer’s applicable terms; changes are communicated to the customer in good time.

6.1 The customer provides the access, information, systems and acts of cooperation required to deliver the services in good time and in full (including administrative access to relevant systems, end-user contact details and approvals).

6.2 The customer names a responsible contact person and the authorisations for approvals (e.g. effort approvals, remote actions).

6.3 The customer is responsible for the lawfulness of the data it provides and for its own regular backups, unless backup is expressly part of the services.

7.1 For the term of the contract the provider grants the customer a non-exclusive, non-transferable, non-sublicensable right to use the platform in accordance with the contract.

7.2 All rights in content contributed by the customer (e.g. knowledge base articles, tickets) remain with the customer. The provider processes this content to perform the contract.

7.3 The customer may additionally permit the provider (opt-in) to use content in anonymised and aggregated form — with no personal reference and no possibility of drawing conclusions about the customer or its end users — to develop the platform and its business logic further (e.g. improving resolution quality, classification and automation rules). Consent is voluntary, is declared separately (e.g. in the platform settings), is not a prerequisite for using the platform and may be withdrawn at any time with effect for the future. Anonymised results are not traced back to individual customers.

8.1 Where a Workplace add-on is booked, the provider may run diagnostics and remote actions on the customer’s endpoints within the agreed scope. Under “Workplace Basic” this is limited to a defined allowlist of curated actions; “Workplace Premium” covers the full management scope.

8.2 Remote access takes place exclusively over secured, encrypted connections and is logged.

9.1 The contract begins on signature and runs for the agreed initial term (12, 24 or 36 months).

9.2 After the initial term it renews automatically for 12 months at a time unless terminated with 3 months’ notice to the end of the initial term or of a renewal period. This renewal and termination arrangement reflects SaaS/MSP market practice and observes the limits of § 309 no. 9 BGB (renewal of no more than 12 months, notice period of no more than 3 months).

9.3 The right to terminate for good cause (§ 314 BGB) remains unaffected. Terminations must be in text form.

9.4 After the contract ends the provider makes the customer’s data available in a common format and subsequently deletes it in accordance with the DPA.

10.1 German tenancy law (§§ 535 et seq. BGB) applies to the SaaS provision; contract-for-work law applies to work-based services (e.g. projects, transition).

10.2 The provider remedies defects within a reasonable period. Strict liability for initial defects (§ 536a (1) alt. 1 BGB) is excluded to the extent legally permissible.

11.1 The provider is liable without limitation for intent and gross negligence on the part of its executive bodies and senior employees, and for damage arising from injury to life, body or health. In the case of gross negligence by ordinary vicarious agents, liability is limited to the foreseeable damage typical of this type of contract.

11.2 In the case of slight negligence the provider is liable only for breach of a material contractual obligation (cardinal obligation), limited to the foreseeable damage typical of this type of contract. Overall liability is limited to the fees paid by the customer in the twelve (12) months before the event causing the damage (for shorter contract terms: twelve times the average monthly fee).

11.3 Liability under the German Product Liability Act and for guarantees remains unaffected.

11.4 The provider is liable for loss of data only to the extent that the damage would also have occurred had the customer performed proper, regular backups, unless backup is part of the services.

12.1 Where the provider processes personal data on behalf of the customer, the data processing agreement (DPA) under Art. 28 GDPR applies in addition (separate document). A summary of its main content is in the privacy policy.

12.2 Both parties treat the other party’s confidential information as strictly confidential and use it only to perform the contract.

12.3 The provider is certified to ISO/IEC 27001:2022 (certificate reg. no. 01 153 2500849, TÜV Rheinland Cert, valid until 19 May 2029) and implements the technical and organisational measures described in the DPA.

Events of force majeure (including natural events, strikes, official measures, large-scale outages at upstream suppliers, cyberattacks outside the sphere of responsibility) release the affected party from its obligation to perform for their duration. The parties inform each other without undue delay.

14.1 Amendments and additions must be made in text form. This also applies to any waiver of this clause.

14.2 German law applies, excluding the UN Convention on Contracts for the International Sale of Goods. The exclusive place of jurisdiction is Mainz, provided the customer is a merchant, a legal entity under public law or a special fund under public law.

14.3 Should any provision be invalid, the validity of the remaining provisions remains unaffected.