KYANIS General Terms and Conditions (B2B) v1.1

Version: 1.1
Date: October 2026
Applicable to: KYANIS GmbH

English translation for information purposes. In the event of any discrepancy, the German version shall prevail.

1. Scope

1.1 These General Terms and Conditions (“GTC”) apply to all deliveries, services, offers and contracts of KYANIS GmbH (“KYANIS”) with business customers within the meaning of the Austrian Commercial Code (UGB).

1.2 Any terms and conditions of the customer that conflict with or deviate from these GTC shall apply only if expressly accepted in writing by KYANIS.

1.3 These GTC also apply to future business relationships without the need for a further reference to them.

2. Services

KYANIS provides, in particular:

• IT consulting
• Business consulting in the IT sector
• Software development
• Architecture and solution design
• Cloud consulting
• Microsoft 365 solutions
• SharePoint solutions
• Power Platform solutions
• Azure solutions
• Copilot and AI solutions
• Agent and automation solutions
• Operations and support
• Training and workshops
• SaaS services
• Managed services

The specific scope of services is set out in the relevant offer or contract.

3. Conclusion of contract

3.1 Offers made by KYANIS are non-binding.

3.2 Contracts are concluded by written confirmation, electronic acceptance or the actual commencement of services.

3.3 Amendments and additions must be made in writing.

4. Customer’s duties to cooperate

In particular, the customer undertakes to:

• provide complete information,
• provide the necessary access to systems,
• make decisions promptly,
• designate contact persons, and
• provide the required licences.

Delays caused by a lack of cooperation shall extend deadlines accordingly.

5. Performance of services

5.1 Services shall be performed in accordance with the state of the art.

5.2 Estimates of time and effort are non-binding.

5.3 Dates are target dates unless expressly agreed as fixed dates.

5.4 KYANIS is entitled to engage subcontractors.

5.5 Partial deliveries and partial services are permitted.

6. Change requests

6.1 Changes to requirements after an order has been placed shall constitute a change request.

6.2 KYANIS is entitled to reassess the effort, deadlines and prices associated with such changes.

6.3 Until agreement on the change request is reached, KYANIS may continue with the original services.

7. Fees

7.1 All prices are exclusive of VAT.

7.2 Unless agreed otherwise, services shall be invoiced based on time and effort.

7.3 Invoices are payable within 14 days without deduction.

7.4 Statutory default interest shall apply in the event of late payment.

7.5 KYANIS may suspend services until outstanding amounts have been paid.

8. Travel expenses

The following shall be charged in addition, where required for the provision of services:

• mileage
• train and air tickets
• hotel costs
• parking fees
• travel time

9. Acceptance

9.1 The customer shall accept deliverables within 14 calendar days.

9.2 If no written notice of defects is submitted within this period, the services shall be deemed accepted.

9.3 Commissioning or productive use shall also constitute acceptance.

10. Support and maintenance services

10.1 Support services shall be provided exclusively to the extent agreed.

10.2 Response times are not guaranteed resolution times.

10.3 Unless agreed otherwise, no guaranteed service level agreements (SLAs) apply.

10.4 Support may be provided by email, telephone, remote access or ticketing system.

11. Managed services

11.1 KYANIS may operate or administer systems on behalf of the customer.

11.2 Maintenance windows may be carried out at any time.

11.3 Emergency maintenance may be carried out without prior notice.

11.4 The customer remains the owner of its data.

12. SaaS services

12.1 KYANIS may provide cloud-based software solutions.

12.2 Availability may be affected by maintenance, security updates or disruptions to third-party services.

12.3 There is no entitlement to permanent availability.

12.4 SaaS services may be extended, reduced or adjusted functionally, provided this does not result in a material restriction.

13. Use of third parties

Third-party services may be used for certain services, in particular:

• Microsoft
• Azure
• OpenAI
• Anthropic
• Google
• AWS
• GitHub
• third-party APIs

KYANIS shall be liable for outages or changes to these services only to the extent required by mandatory law.

14. AI and Copilot services

14.1 AI systems operate probabilistically and may produce incorrect results.

14.2 AI-generated content may, in particular:

• be incomplete,
• be factually incorrect,
• be outdated,
• be legally impermissible, or
• be unsuitable for business purposes.

14.3 The customer shall independently review all results.

14.4 Decisions based on AI-generated results are made solely at the customer’s responsibility.

14.5 KYANIS accepts no liability for business decisions based on AI-generated results.

15. Intellectual property

15.1 All copyrights remain with KYANIS.

15.2 Upon full payment, the customer shall receive the agreed rights of use.

15.3 KYANIS retains all rights to:

• frameworks
• libraries
• templates
• methods
• concepts
• tools
• development standards

including where these are used as part of a project.

16. Templates and standard components

16.1 KYANIS may use standard components across projects.

16.2 The customer shall not receive exclusive rights of use to such components.

16.3 Reusable modules remain the property of KYANIS.

17. Open-source software

17.1 Services may include open-source components.

17.2 The applicable licence terms of the respective rights holders shall apply to these components.

17.3 KYANIS gives no warranty as to the future availability of such components.

18. Data protection

18.1 Both contracting parties undertake to comply with the GDPR.

18.2 Where required, a separate data processing agreement shall be concluded.

18.3 The customer remains the controller responsible for the lawfulness of the processing of its data.

19. Confidentiality

19.1 Both parties undertake to treat all non-public information confidentially.

19.2 This obligation shall continue after the contract has ended.

20. Warranty

20.1 To the extent permitted by law, the warranty period is six months from acceptance.

20.2 The customer shall report defects in writing without undue delay.

20.3 KYANIS may, at its own discretion:

• remedy the defect,
• replace the item, or
• provide a new delivery.

20.4 The customer may withdraw from the contract only after an unsuccessful attempt to remedy the defect.

21. Liability

21.1 KYANIS shall be liable only for damage caused intentionally or by gross negligence.

21.2 Liability for slight negligence is excluded to the extent permitted by law.

21.3 The following are excluded in particular:

• loss of profit
• loss of data
• production downtime
• business interruption
• indirect damage
• consequential damage

21.4 KYANIS’s maximum liability per claim shall be limited to the net order value of the affected project.

21.5 The customer is obliged to make appropriate data backups.

22. Project termination by the customer

22.1 If a project is terminated or suspended by the customer, all services performed up to that point shall be paid for in full.

22.2 The customer shall assume the costs of licences, third-party services or resources already ordered.

22.3 Agreed minimum terms remain unaffected.

23. References

KYANIS is entitled to name the customer as a reference and use its company name and logo for this purpose, unless the customer expressly objects.

24. Force majeure

Force majeure includes, in particular:

• natural disasters
• war
• terrorist attacks
• pandemics
• cyberattacks
• power outages
• internet outages
• official measures

Performance obligations shall be suspended for the duration of such events.

25. Contract term and termination

25.1 Ongoing contracts may be terminated on 30 days’ notice to the end of a calendar month, unless agreed otherwise.

25.2 The right to terminate extraordinarily for good cause remains unaffected.

26. Severability

If any provision of these GTC is or becomes invalid, the validity of the remaining provisions shall remain unaffected.

The invalid provision shall be deemed replaced by a provision that comes as close as possible to its economic purpose.

27. Place of jurisdiction and applicable law

27.1 Austrian law shall apply exclusively, excluding conflict-of-law rules and the UN Convention on Contracts for the International Sale of Goods (CISG).

27.2 The court with subject-matter jurisdiction at the registered office of KYANIS GmbH shall have jurisdiction.

28. Electronic communication

The customer expressly agrees that communication and contract administration may also take place electronically, in particular by:

• email
• customer portal
• ticketing system
• electronic signature

Electronic documents shall be deemed written communications to the extent permitted by law.

29. Final provisions

These GTC form the basis of all business relationships between KYANIS and the customer.

Individual agreements that deviate from these GTC shall take precedence.

KYANIS GmbH
General Terms and Conditions (B2B)
Version 1.1 – October 2026