Terms of Service
1. Scope and contracting parties
- These Terms of Service ("Terms") apply to all contracts for the use of the software-as-a-service platform "Sentrivo" (the "Platform") between Gerhard Kienbauer e.U., Riedauerstraße 4, 4753 Taiskirchen im Innkreis, Austria (the "Provider") and the customer.
- The Platform is aimed exclusively at entrepreneurs within the meaning of § 1 Austrian Consumer Protection Act (KSchG), legal entities and public bodies (the "Customer"). No contracts are concluded with consumers.
- Deviating or supplementary terms and conditions of the Customer do not become part of the contract, even if the Provider does not expressly object to them.
2. Subject matter
- The Provider makes the Platform available to the Customer via the internet for training and raising awareness of its employees in the field of information security. The Platform comprises in particular training modules with knowledge checks, an administration and reporting dashboard, evidence functions and an emergency database with recommended actions.
- The Provider continuously expands the content. There is no entitlement to specific individual modules, functions, languages or publication intervals unless otherwise agreed in writing.
- The content of the Platform serves awareness and training purposes. It does not constitute legal, tax or security advice in individual cases and does not replace an individual assessment of the obligations applicable to the Customer (e.g. under NIS2 and its national implementations, GDPR) or of technical protective measures.
- Optionally, the Provider offers services (in particular the "Managed Awareness Service": onboarding, creation of training plans, reporting). Scope and remuneration are agreed separately.
3. Conclusion of contract, free trial
- Registering a company on the Platform starts a free 30-day trial with full functionality. The trial ends automatically. No payment obligation arises and there is no automatic conversion into a paid subscription.
- A paid contract is only concluded when the Customer accepts an offer from the Provider (in writing, by email or via a corresponding ordering function).
- After the trial expires, the Provider may block access. Data recorded during the trial is carried over upon conclusion of a contract; otherwise it is deleted in accordance with section 9.
- By registering, the Customer confirms that the registering person is authorised to represent the Customer.
4. Scope of services, availability, further development
- The Provider makes the Platform available at the transfer point (output of the hosting provider's data centre) with an availability of 98.5 % on an annual average. Excluded are announced maintenance windows (usually outside business hours), outages at the Customer or third parties (internet access, DNS, end devices) and force majeure.
- The Provider is entitled to further develop the Platform, to change, supplement or – insofar as the purpose of the contract is preserved – discontinue functions. Material restrictions will be communicated to the Customer with reasonable notice.
- The Provider performs daily backups of the Platform data. There is no entitlement to the restoration of individual records deleted by the Customer.
- Support is provided by email to team@sentrivo.at on business days (Mon–Fri, excluding Austrian public holidays). Response times are targets, not guarantees, unless agreed separately.
5. Prices, licences, payment
- Remuneration is based on the number of agreed user licences ("seats") according to the offer or the price list valid at the time of conclusion of the contract. All prices are net, plus statutory value added tax where applicable.
- Invoicing takes place annually in advance unless otherwise agreed. Invoices are due within 14 days of the invoice date without deduction.
- One seat corresponds to one active user account of an employee. Deactivated accounts do not occupy a seat. If the number of active users exceeds the agreed seats, the Platform indicates this to the Customer. The Provider is entitled to charge the additional seats pro rata for the remaining term; the Customer may order an increase of the quota at any time. A reduction of seats is possible at the end of the respective contract term.
- In the event of default in payment, the Provider is entitled to charge statutory default interest and, after an unsuccessful reminder with a grace period of 14 days, to block access. The payment obligation remains unaffected.
- Price changes will be communicated to the Customer at least three months before the start of a new contract term and apply from the renewal. In this case the Customer may terminate the contract at the end of the current term.
6. Term and termination
- The contract term is agreed individually in the offer; there is no minimum term. Unless otherwise agreed in the offer, the term is 12 months from the agreed start and is extended by a further 12 months in each case unless the contract is terminated by either party in writing (email suffices) no later than one month before expiry. For shorter terms (e.g. monthly), a notice period of 14 days to the end of the respective billing period applies.
- The right to extraordinary termination for good cause remains unaffected. Good cause exists for the Provider in particular if the Customer, despite a warning, breaches material obligations, in particular passes on access data to third parties, uses content outside the granted rights or is in default with two payments.
- After the end of the contract, access is deactivated. The Customer may retrieve evaluations and evidence via the Platform until the end of the contract; on request, the Provider will provide an export of the training records in a common format within 30 days after the end of the contract.
7. Obligations of the Customer
- The Customer is responsible for selecting and inviting its users, assigning administrator rights and keeping access data confidential. Access data must not be passed on to third parties; each user uses their own account.
- The Customer ensures that the use of the Platform – in particular the evaluation of the training progress of its employees – complies with the labour and data protection regulations applicable to it, including any co-determination rights of an employee representation. The Customer informs its employees about the processing of their data.
- The Customer uses the Platform only for its own business purposes and refrains from any misuse, in particular attempts to circumvent security mechanisms, to read out the Platform automatically or to reproduce content.
- The Customer notifies the Provider immediately if it becomes aware of any unauthorised use of its accounts.
8. Rights of use, intellectual property
- All content of the Platform – in particular training modules, texts, quiz questions, graphics, software and trademarks – is protected by copyright and is the property of the Provider or its licensors.
- For the term of the contract, the Customer receives a non-exclusive, non-transferable, non-sublicensable right to use the Platform and its content to the agreed extent for training its employees. Any use beyond this, in particular passing on content to third parties, using it for the Customer's own training offerings or reproducing it outside the Platform, is not permitted.
- The Customer may use evaluations and training records generated via the Platform for its own purposes (e.g. towards authorities, auditors and insurers) without time limitation.
- Data entered by the Customer (user data, emergency contacts, assignments) remains the property of the Customer. The Provider may use it exclusively for the performance of the contract and, in anonymised form, to improve the Platform.
9. Data protection, data processing
- Insofar as the Provider processes personal data of the Customer's employees, it acts as a processor within the meaning of Art. 28 GDPR. The parties conclude a data processing agreement for this purpose, which the Provider makes available to the Customer and which forms part of this contract.
- The Provider uses subcontractors (in particular for hosting, database/authentication and email delivery), which are named in the Privacy Policy, and processes the data exclusively within the European Union.
- After the end of the contract, the Customer's data is deleted within 30 days unless statutory retention obligations prevent this or the Customer commissions a longer retention of training records.
10. Confidentiality
The parties treat all information about the other party obtained in the course of the contract that is marked as confidential or is recognisably confidential as strictly confidential and use it only for the performance of the contract. This obligation continues for three years after the end of the contract.
11. Warranty and liability
- The Provider warrants that the Platform essentially has the agreed functions. Defects must be reported to the Provider without delay; the Provider will remedy them within a reasonable period by rectification.
- The Platform reduces the risk of successful attacks on the Customer but cannot rule them out. The Provider gives no guarantee that the Customer's employees will not make security-relevant mistakes after training and is not liable for damage resulting from cyber attacks, data loss or business interruptions at the Customer that are not attributable to a culpable breach of duty by the Provider.
- The Provider is liable without limitation for intent and gross negligence and for personal injury. In the case of slight negligence, liability – except for personal injury – is excluded. To the extent permitted by law, liability for loss of profit, indirect damage, consequential damage and third-party claims is excluded, and the Provider's total liability per contract year is limited to the remuneration paid by the Customer in that contract year.
- Claims for damages must be asserted in court within six months of becoming aware of the damage, failing which they are forfeited. The reversal of the burden of proof under § 1298 Austrian Civil Code (ABGB) is excluded.
- During the free trial, the Platform is provided "as is" without warranty; liability is limited to intent and gross negligence.
12. Changes to these Terms
The Provider may amend these Terms with effect for the future if this is necessary due to a change in the legal situation, technical development or adaptation to new services and does not unreasonably disadvantage the Customer. Changes will be communicated to the Customer by email at least six weeks before they take effect. If the Customer does not object within this period, the changes are deemed accepted; this consequence will be pointed out in the notification. In the event of an objection, either party may terminate the contract as of the effective date of the change.
13. Final provisions
- Austrian law applies, excluding the UN Convention on Contracts for the International Sale of Goods and the conflict-of-law rules of private international law.
- The place of performance is the registered office of the Provider. The court with subject-matter jurisdiction at the registered office of the Provider has exclusive jurisdiction for all disputes arising from or in connection with this contract.
- Amendments and supplements to the contract must be made in writing; email suffices. This also applies to a waiver of the written form requirement.
- The Customer may transfer rights and obligations under this contract only with the prior written consent of the Provider. The Provider may transfer the contract to a legal successor that continues the Platform; the Customer will be informed.
- Should individual provisions of these Terms be or become invalid, the validity of the remaining provisions remains unaffected. The invalid provision shall be replaced by a valid provision that comes closest to its economic purpose.