Terms and conditions

These Terms of Service (TOS) outline the agreements between Kansoft GmbH (referred to as “Kansoft,” located at Oberer Graben 26 CH-9000 St. Gallen Switzerland, represented by its managing director) and its contractual partners (referred to as “Client”), collectively referred to as the “Parties,” unless otherwise explicitly agreed upon in written form.

General provisions

Exclusivity of terms

Kansoft offers all services to the client solely under the conditions stated in these terms and conditions. Any attempt to introduce differing terms and conditions by the client is explicitly disallowed. Any deviations from these terms necessitate the express written approval of Kansoft.

Service offerings

Kansoft extends to the Client various services encompassing project-related tasks such as technical architecture development, user interface design, software development, and project management support.

Superseding provisions

Any discrepancies between these General Terms and Conditions and Kansoft service offerings will be overridden by individually agreed contractual provisions.

Applicable scope

These General Terms and Conditions are exclusively applicable to entrepreneurs, legal entities under public law, special funds under public law, and other institutional clients.

Future transactions

These General Terms and Conditions also govern all subsequent transactions with the Client resulting from an ongoing business relationship.

Offer and contract conclusion

Contract formation process

Contracts are typically formalized through an offer provided by Kansoft, outlining service specifications and terms, followed by the Client’s acceptance. Alternatively, contract agreements may be established through other documented means.

Determination of service scope

The specifics and extent of services, along with associated conditions, are defined by Kansoft offer and related documentation, which may include online materials accessible through provided links or URLs.

Provision of services by Kansoft

Service delivery standards

Kansoft is committed to delivering contractual services with industry-standard care, aiming for excellence but not guaranteeing specific outcomes unless otherwise stipulated.

Qualified personnel deployment

Kansoft engages skilled professionals to execute services, ensuring expertise and relevant experience. Personnel substitution occurs under justified circumstances or with explicit Client approval.

Client-requested personnel adjustments

Requests for personnel changes from the Client are assessed based on substantial grounds.

Kansoft operational authority

Kansoft maintains authority over personnel management, encompassing resource allocation and organizational aspects to ensure service efficacy.

Client’s responsibilities for collaboration

Project organization oversight

The Client assumes responsibility for project organization and planning, ensuring the project manager oversees its professional and timely execution.

Timely cooperation

The Client commits to providing all cooperation services essential for the agreed-upon services, including prompt information and resource provision.

System access provision

The Client must facilitate access to communication and data processing systems, as required for the project.

Material compliance and usage rights

Materials provided by the Client must adhere to legal standards, and the Client grants Kansoft necessary usage rights for service provision.

Impediments to performance, delay, force majeure

Kansoft will be in default only if it is responsible for delays beyond agreed fixed completion dates. Kansoft shall not be liable for force majeure events or delays caused by the client’s actions. Both parties may terminate the contract if such hindrances persist beyond three months, without claims for damages against Kansoft.
Claims for delay require the Client to grant Kansoft a reasonable grace period.

Liability/ damages

1.Kansoft is liable for damages according to statutory provisions for:

Intentional or grossly negligent acts.
Damages resulting from injury to life, limb, or health.
Assuming a guarantee regarding the agreed quality.
Fraudulent intent.
Damages under the Product Liability Act.

2.Kansoft liability for damages resulting from negligent breaches of essential contractual obligations (cardinal obligations) is limited to foreseeable and typical damages, up to the total net remuneration paid under the contract.

3.These liability limitations extend to Kansoft employees, agents, or other third parties lawfully used by Kansoft to fulfill the contract.

4.Any claims for damages against expire after Kansoft three years at the latest, starting from the completion of the contractual activity.

Maintaining confidentiality

Kansoft and the client shall treat all information and documents exchanged between them as confidential. This includes oral communications and information from joint meetings, discussions, or presentations.
Confidential Information may only be disclosed to third parties or used for purposes beyond the agreed cooperation with the prior written consent of the disclosing party.
Both parties must ensure that their employees and agents are bound by confidentiality obligations regarding the Confidential Information.
The obligation of confidentiality remains in effect for two years after contract termination, and indefinitely for business secrets.

Data protection

Both parties must comply with applicable data protection regulations. If Kansoft processes personal data from the client, they will act as a processor and enter into an agreement for order processing in accordance with relevant data protection laws.

Rights of use

Kansoft grants the client rights to work results created within the contract:

Exclusive, transferable, and sublicensable rights for individually created work results.
Simple right of use for other work results, limited to the contract’s purposes.
Compliance with open-source software (OSS) license conditions.
Handover of source code to the client.
Client’s entitlement to further develop and edit the software for their own purposes, subject to certain conditions.