Terms and conditions

§ 1 Scope of Application and Provider

1. These General Terms and Conditions (hereinafter referred to as "GTC") govern the contractual relationship between DevWire LTD, Dimokratias 31, 8028 Paphos, Cyprus, registered with the Department of Registrar of Companies under the number ΗΕ 438359 (hereinafter referred to as "Provider") and the Customer.
2. The offer is directed exclusively at entrepreneurs and business customers (B2B). The conclusion of contracts with consumers (private individuals) is excluded. By entering into this contract, the Customer confirms that they are using the services for commercial or independent professional purposes.
3. Exclusively these GTC shall apply. Conflicting or deviating terms and conditions of the Customer shall not be recognized unless the Provider has expressly agreed to their validity in writing.

§ 2 Subject Matter of the Contract

The contract covers two areas of performance:

1. Software as a Service (SaaS): The Provider makes software available to the Customer for use via the internet ("Cloud Software"). This means that the software is operated on the servers of the Provider (or its subcontractors) and the Customer merely receives access without having to install the software on their own local computers.
2. Consulting: The provision of advisory services and training related to the product.

PART A: SaaS Services (Software as a Service)

§ 3 Rights of Use

1. The Provider makes the software available to the Customer for use via the internet in accordance with the current service description.
2. The Customer is granted a non-exclusive right, limited to the term of the contract, to use the software for their own business purposes. Transfer to third parties or resale (reselling) is prohibited without prior written permission.

§ 4 "As Is" Provision (No SLA)

1. The Provider provides the software on an "as is" basis.
2. The Provider endeavors to ensure trouble-free operation but owes no guaranteed availability or specific response times (no Service Level Agreement / SLA).
3. The Provider is entitled to temporarily restrict or suspend access for maintenance work, security updates, or in the event of technical problems. Such downtimes do not constitute grounds for claims for price reduction or damages by the Customer.

§ 5 Customer Obligations (SaaS)

1. The Customer is responsible for securing and keeping their access data confidential.
2. The Customer undertakes not to upload any illegal content or introduce any malware into the system.
3. The Customer shall indemnify the Provider against all claims by third parties based on the illegal use of the software by the Customer.

PART B: Consulting & Training

§ 6 Type of Service (Consulting)

1. Services (e.g., onboarding, workshops, consulting) serve to support the Customer in using the software.
2. The Provider owes the mere provision of service (service contract), not a specific result. The responsibility for the economic benefit or the successful implementation of the consulting results within the Customer's company lies solely with the Customer.
3. Dates for training or consulting shall be agreed upon by mutual consent.

§ 7 Duty to Cooperate

The Customer shall ensure that all information and access rights necessary for the consulting services are made available to the Provider in good time. Delays for which the Customer is responsible shall not be at the expense of the Provider and shall not release the Customer from the obligation to pay remuneration.

PART C: General Provisions

§ 8 Remuneration and Taxes

1. Prices are determined by the respective offer or the Provider's current price list.
2. All prices are net prices in Euro.
3. Tax Regulation (VAT):
   • If the Customer is based in the EU (outside Cyprus) and provides a valid VAT ID, the invoice will be issued net under the Reverse Charge mechanism (tax liability of the recipient).
   • Customers from Cyprus or customers without a valid VAT ID shall pay the statutory Cypriot Value Added Tax in addition to the net price.
4. Invoices are due for payment immediately upon receipt.

§ 9 Term and Termination

1. SaaS subscriptions run for an indefinite period and may be terminated with a notice period of 30 days to the end of the month, unless otherwise agreed.
2. The right to extraordinary termination for good cause remains unaffected.
3. After the end of the contract, the Customer shall no longer have access to the software and the data stored therein.

§ 10 Limitation of Liability

1. To the extent permitted by law, the Provider's liability for damages of any kind is excluded, unless they are based on:
   • Intent or gross negligence on the part of the Provider,
   • Injury to life, body, or health.
2. Liability for indirect damages, consequential damages, loss of profit, business interruption, or loss of data is explicitly excluded.
3. The total liability of the Provider is in any case limited to the amount of fees paid by the Customer in the 12 months preceding the occurrence of the damaging event.

§ 11 Data Protection

The parties undertake to comply with applicable data protection laws (in particular the GDPR). If the Provider processes personal data on behalf of the Customer, the parties shall conclude a separate Data Processing Agreement (DPA).

§ 12 Final Provisions, Governing Law, and Jurisdiction

1. This contract shall be governed exclusively by the Law of the Republic of Cyprus. The application of the UN Convention on Contracts for the International Sale of Goods (CISG) is excluded.
2. The exclusive place of jurisdiction for all disputes arising from this contract is – to the extent permitted by law – Paphos, Cyprus.
3. Should any provision of these GTC be invalid, the contract shall remain valid in other respects. The invalid provision shall be replaced by a regulation that comes closest to the economic purpose of the invalid provision.

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