Terms of Service

§ 1 Scope

(1) These General Terms and Conditions (hereinafter “Terms”) apply to all consulting, development, training, and automation services (hereinafter “Services”) provided by SMARTNETYX LTD (hereinafter “Contractor”) to commercial clients (hereinafter “Client”).

(2) SMARTNETYX LTD is a company registered in the Republic of Cyprus with its registered office at Gladstonos 12-14, Paphos 08046, Cyprus (registration number: HE 479019, VAT ID: CY60197929M).

(3) The Contractor’s services are aimed exclusively at companies, self-employed individuals, and freelancers acting in the exercise of their commercial or independent professional activity (B2B). Consumers are excluded from using the services.

(4) These Terms apply exclusively. Deviating, conflicting, or supplementary general terms and conditions of the Client do not become part of the contract unless their validity is expressly agreed to in writing.

(5) These Terms also apply to all future business relationships, even if they are not expressly agreed upon again.

(6) The services are divided into three areas, the specific conditions of which are set out in Parts B, C, and D of these Terms: (a) Retainer Services (Part B), (b) Project Services (Part C), (c) Training and Academy Services (Part D).

§ 2 Subject Matter of the Contract

(1) The Contractor provides digital IT services, in particular in the following areas:

• Microsoft Power Platform (Power Apps, Power Automate, Power BI, Dataverse)
• Microsoft 365 administration, optimisation, and governance
• Process automation and digitalisation
• Azure AI Services, Document Intelligence, and integration
• IT infrastructure, security, and endpoint management (Microsoft Intune)
• Power BI dashboards, DAX development, and paginated reports
• DATEV integration and interface development
• Training, workshops, and Citizen Developer coaching
• Microsoft licence reselling as Indirect Reseller (CSP)

(2) The specific services, durations, and conditions are set out in individual proposals, retainer agreements, or project contracts.

(3) The Contractor owes the proper provision of the agreed services in accordance with the current state of the art. No specific guarantee of success is assumed unless expressly agreed in writing.

§ 3 Conclusion of Contract

(1) Proposals by the Contractor are non-binding and subject to change.

(2) A contract is concluded upon written order confirmation (email is sufficient) or upon commencement of service provision following order placement.

(3) Proposals are valid for 30 days from creation unless otherwise stated in the proposal.

§ 4 Remuneration and Payment

(1) Remuneration is based on the agreed proposal. All prices are in euros (EUR) net plus applicable statutory VAT, where applicable.

(2) By default, projects are offered at fixed prices.

(3) Invoices are due for payment within 14 days of invoicing without deduction, unless otherwise agreed.

(4) In the event of late payment, default interest of 9 percentage points above the base rate pursuant to § 288 para. 2 BGB shall be charged.

(5) Retainer payments are made according to the agreed payment schedule (monthly/quarterly/annual).

§ 5 Licence Reselling (Microsoft CSP)

(1) The Contractor is an authorised Microsoft Cloud Solution Provider (CSP) partner.

(2) Licence costs are billed monthly at current Microsoft list prices plus the agreed margin.

(3) The Client is responsible for compliance with Microsoft licensing terms.

(4) Licence changes (upgrades, downgrades, cancellations) require 30 days' written notice.

(5) The Contractor provides licence management and optimisation consulting as part of its M365 Enablement services.

§ 6 Client Cooperation Obligations

(1) The Client shall provide all information, access, and resources required for service delivery in a timely and complete manner.

(2) Delays attributable to a lack of cooperation are borne by the Client.

(3) The Contractor is entitled to adjust the project timeline accordingly in the event of significant delays in cooperation.

§ 7 IT Security Requirements

(1) The Contractor strongly recommends activating Microsoft Security Defaults in the Client’s Microsoft tenant or implementing equivalent security policies via Conditional Access Policies. This includes, in particular, the activation of multi-factor authentication (MFA) for all users.

(2) The Contractor commits to using secure connections (VPN, encrypted channels) when accessing Client systems.

(3) Any security incidents must be reported immediately by both parties.

(4) The Contractor follows Microsoft security best practices when working in Client tenants.

§ 8 Confidentiality and Data Protection

(1) Both parties undertake to keep all confidential information that becomes known in the course of the cooperation confidential and not to disclose it to third parties.

(2) This obligation shall continue for a period of 3 years after termination of the contract.

(3) The processing of personal data is governed by a separate Data Processing Agreement (Art. 28 GDPR) where applicable.

§ 9 Usage Rights and Intellectual Property

(1) Upon full payment of the agreed remuneration, the Contractor transfers to the Client all usage rights required for the contractual use of the created work results.

(2) The copyright remains with the Contractor.

(3) Reusable components (e.g. templates, generic flows) remain the property of the Contractor.

(4) The Client may not sublicense or transfer usage rights without the written consent of the Contractor.

§ 10 Liability

(1) The Contractor is liable without limitation for damages resulting from injury to life, body, or health, as well as for intentional and grossly negligent breaches of duty.

(2) In the event of slightly negligent breaches of material contractual obligations, liability is limited to the foreseeable, contract-typical damage, up to a maximum of the net contract value.

(3) Further liability is excluded.

§ 11 Warranty

(1) In the event of defects, the Contractor has the right to subsequent performance (rectification or replacement delivery).

(2) If subsequent performance fails twice, the Client may reduce the remuneration or withdraw from the contract.

(3) The warranty period is 12 months from acceptance.

(4) Defects must be reported in writing without delay.

§ 12 Force Majeure

(1) Neither party shall be liable for non-performance of contractual obligations due to force majeure (natural disasters, pandemics, war, sanctions, strikes, power outages, internet failures).

(2) The affected party must notify the other party immediately.

(3) If the force majeure event lasts longer than 3 months, either party may terminate the affected contract.

§ 13 Amendments to the Terms

(1) SMARTNETYX LTD reserves the right to amend these Terms.

(2) Clients will be notified of changes at least 30 days before they take effect.

(3) If the Client does not object within 30 days, the amended Terms are deemed accepted.

§ 14 Applicable Law and Jurisdiction

(1) The law of the Republic of Cyprus shall apply, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

(2) The place of jurisdiction is Paphos, Cyprus.

§ 15 Severability

Should individual provisions of these Terms be or become invalid, the validity of the remaining provisions shall not be affected. The invalid provision shall be replaced by a valid provision that comes closest to the economic purpose of the invalid provision.

§ 16 Retainer Models

(1) SMARTNETYX LTD offers the following retainer models:

• Support Retainer: 4 hrs/month, 3-month minimum term, monthly payment
• Standard Retainer: 10 hrs/month, 6-month minimum term, monthly or quarterly payment
• Intensiv Retainer: 20 hrs/month, 12-month minimum term, monthly/quarterly/annual payment
• Hybrid Retainer: Custom combination, individual terms

(2) The exact scope, hours, and pricing are defined in the individual retainer agreement.

§ 17 Hour Usage and Flexibility

(1) Hours can be used flexibly within the month.

(2) Hours are non-transferable between retainers.

(3) If multiple retainers exist, hours are used from the respective retainer as agreed.

§ 18 Expiry of Hours

(1) Unused hours expire at the end of the month and cannot be carried over, unless otherwise agreed.

(2) Exception: For annual payment, up to 10% of the total annual hours may be carried over to the following month.

§ 19 Exceeding Hours

(1) If the hour allowance is exceeded, the Contractor shall notify the Client before exceeding it.

(2) Additional hours are billed at the hourly rate defined in the retainer agreement.

(3) The Client may set a monthly cap for additional hours.

§ 20 Service Delineation: Support vs. Retainer Activities

(1) Support activities (Support Retainer) include: troubleshooting, small adjustments, user questions, configuration changes, licence management, and minor bug fixes.

(2) Retainer activities (Standard/Intensive/Hybrid) include: complex Power Apps development, large system rollouts and migrations, strategic consulting, extensive automation projects, external API integrations, and holistic business solutions.

(3) Hours from Support Retainers may only be used for support activities and not for project work.

(4) Unclear assignments are discussed in advance.

§ 21 Retainer Term and Termination

(1) The minimum contract term is determined by the chosen retainer model.

(2) The contract ends automatically at the expiry of the agreed term unless a renewal is agreed.

(3) For 12-month retainers, after expiry there is the option for monthly extension at the existing conditions, provided a minimum notice period of one month before the end of the contract is observed (bonus extension). This option may be used multiple times. If the term is interrupted, the bonus arrangement ends.

(4) The right to extraordinary termination for good cause remains unaffected.

(5) Terminations must be in writing. Email is sufficient.

§ 22 Pausing

(1) In the event of holiday or illness-related absence of the Contractor, the contract term is paused and extended accordingly. For absences exceeding 4 weeks, the payment plan may be paused upon request.

(2) The Client may pause the retainer over Christmas or during company holidays for up to 3 weeks per occasion, with a maximum of 6 weeks per retainer term. The pause must be announced at least 2 weeks in advance.

(3) Agreed pauses extend the contract term accordingly, so the full service volume remains available.

(4) Client-initiated pauses do not affect the payment plan.

§ 23 Early Termination by Mutual Agreement

(1) If a retainer must end early for extraordinary reasons (e.g. business closure, severe illness), this may happen by mutual agreement.

(2) A fair solution regarding used hours and the remaining term shall be negotiated.

(3) This is an optional goodwill gesture; there is no legal entitlement.

§ 24 Transparent Reporting

(1) The Client receives an access link to a transparent time tracking system (currently Clockify).

(2) The Client may view at any time: services charged to the retainer, hours used per month, and detailed activity descriptions.

§ 25 Communication for Retainer Services

(1) All retainer clients use email as the standard contact medium.

(2) Clients with a Support Retainer additionally receive the option to contact the Contractor as a guest user directly in their Microsoft tenant via Teams.

§ 26 Project Contracts

(1) Project services are based on individual proposals. The proposal contains the scope of services, timeline, and remuneration.

(2) Projects are offered at fixed prices by default unless otherwise stated.

(3) Scope changes require a written agreement (Change Request). The Contractor provides a separate effort estimate for this purpose.

§ 27 Acceptance

(1) After completion of the agreed service, the Client is requested to accept it.

(2) Acceptance is deemed granted when: (a) the Client declares acceptance in writing, (b) the Client puts the solution into production, or (c) no substantiated defects are reported within 10 working days of the completion notification.

§ 28 Requirement Request Process

(1) For new requirements within a running project or retainer, the following process applies:

• Quick Assessment (up to 15 min. free per sub-requirement): The Contractor analyses and documents the requirement.
• Effort estimate: The Client receives an estimate of the expected hours required.
• Client decision: Implementation from the retainer budget, commissioning as a separate project, or deferral/cancellation.

§ 29 Training and Academy Services

(1) Special conditions for training sessions, workshops, and the intensive programme (Power Platform Academy) are governed in separate Academy Terms.

(2) Part A of these Terms applies supplementarily to Academy services unless the Academy Terms contain deviating provisions.

(3) Academy services are exclusively for businesses, self-employed individuals, and freelancers (B2B). Booking requires a company name and a valid VAT ID.