Terms and Conditions

1. Scope

1.1 These Terms and Conditions apply to all offers, deliveries, and services of the sole proprietorship Ing. Richard Klausgraber, trading as "Bitfeder", Speckbachergasse 23/13, 1160 Vienna (hereinafter "Bitfeder") towards merchants/entrepreneurs within the meaning of § 1 of the Austrian Commercial Code (UGB) and legal entities under public law, in particular for:

• Access control and time-tracking systems: planning, delivery, installation, commissioning, and support of hardware and software;
• Software and SaaS: provision and operation of the Kronox platform (cloud or on-premise) as well as the products KanDooo (project management and task planning) and VerGavo (tender search);
• Services and consulting: consulting, project planning, configuration, data migration, training, and other services.

They do not apply to consumer transactions within the meaning of the Austrian Consumer Protection Act (KSchG).

1.2 Conflicting or deviating terms and conditions of the customer do not become part of the contract, even if Bitfeder does not expressly object to them, unless Bitfeder agrees to their validity in writing.

1.3 These Terms, in their respective current version, also apply to future transactions within an ongoing business relationship, without the need for a renewed reference to them.

1.4 Product-specific terms (e.g. an SLA, a data-processing agreement, training or maintenance agreements) take precedence over these Terms in case of conflict.

2. Offers and formation of contract

2.1 Offers from Bitfeder are non-binding unless expressly designated as binding. Non-binding initial assessments (e.g. in response to inquiries via the website) do not constitute an offer in the legal sense.

2.2 The contract is formed by Bitfeder's written order confirmation or by commencement of performance. For online orders of SaaS products (KanDooo, VerGavo), the contract is formed upon order confirmation or upon provision of access.

2.3 Binding offers remain open for 30 days from the date of the offer.

3. Scope of services

3.1 The scope and content of the service (planning, consulting, delivery, installation, commissioning, training, software provision, SaaS operation, support) result exclusively from the respective offer or order confirmation, and for SaaS products additionally from the product's current service description.

3.2 Integration of the customer's existing hardware (readers, locking systems, terminals) only occurs to the extent expressly agreed in the offer and technically possible. If it becomes apparent during implementation that existing components cannot be integrated, or only with additional effort, Bitfeder will inform the customer and provide a supplementary offer.

3.3 Changes and extensions to the scope of service (change requests) require written form and are billed separately.

4. Prices and payment terms

4.1 All prices are net prices in euros plus statutory VAT, ex Bitfeder's registered office, excluding packaging, transport, and insurance, unless otherwise agreed. Recurring fees for SaaS and maintenance are billed monthly in advance.

4.2 Invoices are due for payment without deduction 14 days after the invoice date. Bitfeder is entitled to issue partial invoices based on progress of performance, and for projects to require an advance payment of 30%.

4.3 Bitfeder is entitled to adjust recurring fees once a year in line with the development of Statistics Austria's 2020 Consumer Price Index.

4.4 In the event of payment default, the statutory default interest between merchants applies (§ 456 UGB); the right to assert further default damages and reminder/collection costs is reserved. In the event of default on recurring fees, Bitfeder may, after a reminder and a reasonable grace period, suspend access to SaaS services until payment is made.

4.5 The customer may only set off undisputed or legally established counterclaims. The customer has a right of retention only for claims arising from the same contractual relationship.

5. Delivery and performance deadlines

5.1 Delivery and performance dates are only binding if expressly agreed as fixed dates.

5.2 Deadlines are reasonably extended in the event of force majeure (section 15), delivery delays by upstream suppliers for which Bitfeder is not responsible, and in the event of the customer's breach of duties to cooperate.

5.3 The risk of accidental loss or accidental deterioration passes to the customer, for delivery without installation, upon handover of the goods to the carrier, and for delivery with installation, upon completion of installation or acceptance by the customer.

6. Customer's duties to cooperate

6.1 The customer shall provide, in good time and at its own expense, the agreed prerequisites, in particular: access to the relevant rooms and doors, power and network connections, necessary on-site work, designated contact persons, and the provision of required data (e.g. master data, authorization concepts, for VerGavo: search profiles) in the agreed form.

6.2 The legal permissibility of using access control and time tracking within the customer's business — in particular labor-law co-determination (e.g. works agreements), informing employees, and the allocation of data-protection roles — is the customer's responsibility. Bitfeder will provide technical information on request.

6.3 Delays caused by a breach of duties to cooperate are not Bitfeder's responsibility; any resulting additional effort is billed according to actual effort at the then-current rates.

7. Retention of title

Delivered goods remain Bitfeder's property until full payment of all claims arising from the respective contract. The customer must immediately disclose the retention of title in the event of third-party access (e.g. seizure) and notify Bitfeder.

8. Warranty

8.1 Bitfeder warrants that the services correspond to the agreed scope of service.

8.2 The warranty period is 12 months from acceptance.

8.3 The customer must inspect deliveries and services without delay and give notice, without delay and no later than within 14 days, in writing and specifically, of any recognizable defects; otherwise the legal consequences of § 377 UGB apply (loss of warranty claims, damages for the defect, and claims of mistake).

8.4 The presumption of defectiveness under § 924 ABGB is excluded; the customer must prove that the defect existed at the time of handover.

8.5 In the event of a justified notice of defect, Bitfeder will, at its discretion, first remedy or replace within a reasonable period.

8.6 No warranty is given for defects attributable to improper use, interference by the customer or third parties, failure to observe documentation, or components provided by the customer.

9. Liability

9.1 Bitfeder is liable without limitation for intent and gross negligence, as well as for personal injury.

9.2 Liability for slight negligence is excluded, except for personal injury.

9.3 To the extent legally permissible, liability for indirect damages, consequential damages, lost profit, business interruption, and data loss is excluded. The customer shall ensure regular, state-of-the-art backups of its data.

9.4 Bitfeder's liability is capped — except in the cases of section 9.1 — at the order value of the affected contract, or, for recurring services, at the fees paid in the twelve months preceding the event giving rise to the claim.

9.5 Mandatory claims under the Austrian Product Liability Act (PHG) remain unaffected.

9.6 The customer's claims for damages become time-barred within six months of becoming aware of the damage and the party liable.

10. Software and SaaS (Kronox, KanDooo, VerGavo)

10.1 For software provided (including the Kronox platform and the products KanDooo and VerGavo), the customer receives a non-exclusive, non-transferable right to use it within its own operations and to the agreed extent (e.g. number of employees, users, locations, doors). For time-limited provision (SaaS, rental), the right of use is limited to the contract term; for on-premise provision against a one-off fee, the customer receives a perpetual right of use for the agreed installation within its own network. Source code is not provided.

10.2 For cloud operation (SaaS), Bitfeder aims for an annual average availability of 99.5%; announced maintenance windows and circumstances beyond Bitfeder's control are excluded. Details are governed by any applicable Service Level Agreement (SLA).

10.3 Bitfeder provides updates to maintain functionality and operational security. Feature extensions may be offered separately.

10.4 VerGavo: The automated search for and compilation of tenders is carried out to the best of Bitfeder's technical ability, based on data provided by the relevant procurement portals. Bitfeder gives no warranty as to the completeness, accuracy, or timeliness of the tenders found; checking deadlines and documents, as well as bid decisions, remain the customer's responsibility. KanDooo: Suggestions generated by AI features (e.g. prioritization, planning) are support features; control and decision-making remain with the customer.

10.5 SaaS contracts are concluded for twelve months and automatically renew for a further twelve months unless terminated in writing three months before the end of the term. The right to extraordinary termination for good cause remains unaffected.

10.6 Upon termination of the contract, Bitfeder will make the customer's data available on request in a common, structured format; the data will then be deleted, unless statutory retention obligations require otherwise.

10.7 To the extent Bitfeder processes personal data on the customer's behalf during operation (in particular employee data in Kronox), the parties will enter into a data-processing agreement under Art. 28 GDPR.

11. Services, consulting, and training

11.1 Bitfeder provides consulting, project-planning, configuration, and training services to the best of its professional knowledge and the state of the art. Unless a specific outcome (a "work") is expressly agreed, careful performance of the activity is owed, not a specific result.

11.2 Billing is based on actual effort at the then-current hourly rates, or as a flat fee per the offer. Time spent is evidenced by proof of performance on request. Travel time and expenses are billed based on actual cost, unless a flat rate is agreed in the offer.

11.3 The customer may reschedule or cancel agreed consulting or training appointments free of charge up to five business days before the appointment; for later cancellation, 50% of the agreed fee is charged, and for cancellation on the day of the appointment or a no-show, 100% is charged, unless the slot can be filled with other work.

11.4 If acceptance is provided for work services, the service is deemed accepted if the customer does not give written and specific notice of material defects within 14 days of provision, or as soon as the customer uses the service productively.

11.5 Advice and information provided by Bitfeder on labor-law or data-protection topics (e.g. works agreements on time tracking) are technical information from project practice and do not replace legal advice.

11.6 For work results from services (e.g. concepts, configurations, documentation, training materials, scripts, custom adaptations), the customer receives, upon full payment, a non-exclusive, non-transferable right of use for internal purposes. Tools, methods, know-how, and reusable components remain with Bitfeder and may also be used by Bitfeder for other customers.

12. Support and maintenance

The scope, response times, and fees for support and maintenance services are set out in the respective support/maintenance agreement.

13. Confidentiality

Both parties shall treat confidential information of the other party (in particular trade and business secrets, security concepts, authorization structures, access plans) as confidential and use it exclusively for the performance of the contract. This obligation continues for three years after the end of the contract.

14. Data protection

Information on the processing of personal data can be found in our Privacy Policy. For processing on the customer's behalf, section 10.7 applies.

15. Force majeure

Events of force majeure (including natural disasters, war, official measures, epidemics, strikes, large-scale power or communication network outages) release both parties from their performance obligations for the duration of the disruption and to the extent of its effect. If the disruption lasts longer than 60 days, either party may withdraw from the part of the contract not yet performed.

16. SQUADD (mobile game for end users)

16.1 By way of exception to section 1.1, this section applies to all users of the mobile app SQUADD (Android, package ID at.bitfeder.squadd), regardless of whether they are consumers or merchants/entrepreneurs within the meaning of § 1 UGB. Mandatory consumer-protection provisions (KSchG) remain unaffected and take precedence in case of conflict.

16.2 SQUADD is provided free of charge. There is no user account, no subscription, no in-app purchases, and no advertising. There is no entitlement to availability, further development, or the continued existence of the app.

16.3 The software, graphics, sound, and game concept of SQUADD belong to Bitfeder or the respective rights holders of the assets used. Use of the app does not grant any ownership or usage rights beyond ordinary, private use of the app.

16.4 Bitfeder is liable without limitation for intent, gross negligence, and personal injury. Liability for slight negligence is excluded to the extent legally permissible; this applies in particular to damage caused by app crashes or loss of locally stored game progress. Mandatory liability provisions in favor of consumers remain unaffected.

16.5 The terms of use of the respective app store (e.g. Google Play) through which the app was obtained additionally apply.

16.6 Information on data processing by SQUADD can be found in our Privacy Policy, section 8.

17. Final provisions

17.1 Austrian law applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG) and conflict-of-laws rules of private international law.

17.2 The exclusive place of jurisdiction for all disputes arising from or in connection with this contract is the competent court in Vienna, Inner City (Innere Stadt).

17.3 The place of performance is Bitfeder's registered office.

17.4 Amendments and additions to the contract require written form; this also applies to any departure from the written-form requirement. E-mail satisfies the written-form requirement.

17.5 Should individual provisions of these Terms be or become invalid, this does not affect the validity of the remaining provisions. In place of the invalid provision, a valid arrangement shall be deemed agreed that comes closest to the economic purpose of the invalid provision.