General Terms and Conditions
Retainer Services & Consulting
Last updated: December 2024
§ 1 Scope
(1) These General Terms and Conditions (hereinafter "T&C") apply to all consulting, development, and automation services (hereinafter "Services") that Smartnetyx Ltd. (hereinafter "Contractor") provides for commercial customers (hereinafter "Client") on the basis of retainer agreements.
(2) Smartnetyx Ltd. is a company registered in Cyprus with registered office at Gladstonos 12-14, Paphos 08046, Cyprus (Registration Number: HE 479019).
(3) These T&C apply exclusively. Deviating, conflicting, or supplementary general terms and conditions of the Client shall not become part of the contract unless expressly agreed to in writing.
(4) These T&C also apply to all future business relationships, even if they are not expressly agreed upon again.
§ 2 Subject Matter of Contract
(1) The Contractor provides services in the following areas:
- Microsoft Power Platform (Power Apps, Power Automate, Power BI, Dataverse)
- Microsoft 365 Administration and Optimization
- Process Automation and Digitalization
- Azure AI Services and Integration
- IT Consulting and Support
- Training and Citizen Developer Coaching
(2) The specific services, terms, and conditions are defined in individual retainer agreements.
(3) The Contractor is obligated to provide the agreed services properly according to the state of the art. No specific guarantee of success is assumed unless expressly agreed in writing.
§ 3 Retainer Models
(1) The Contractor offers three types of retainer models:
- Standard Retainer: 6 or 12 months duration for continuous development
- Intensive Retainer: 3 months duration for larger projects with high hourly volume
- Support Retainer: 12 months duration for ongoing maintenance and administration
(2) The retainer models each include:
- A monthly hour quota
- A fixed hourly rate
- A minimum contract term
- Monthly flat-rate payment
(3) Detailed descriptions of the retainer models are contained in the document "Retainer Info 2025" and form part of these T&C.
§ 4 Hour Usage and Flexibility
(1) The monthly hour indication serves as a guideline and can be flexibly distributed over the contract term.
(2) More or fewer hours per month can be used by agreement, provided that:
- The total quota over the contract term is not exceeded
- The Contractor's capacity allows this
- Prior coordination takes place
(3) Example: With a Standard-S Retainer (12 months, 10 hrs/month = 120 hrs total), 15 or 20 hours can also be used in one month, provided that correspondingly fewer hours are used in other months.
(4) The monthly payment schedule remains unaffected by flexible hour usage.
§ 5 Expiration of Hours
(1) Unused hours from Standard and Intensive Retainers expire after the end of the contract term.
(2) Unused hours from Support Retainers expire at the end of each month.
(3) Transfer or payout of unused hours is excluded.
§ 6 Exceeding Hours
(1) For Support Retainers: If more support hours are needed, hours from other active retainers (Standard or Intensive) are charged first.
(2) If no other retainers are available, the single hourly rate of 120 EUR/hour becomes due after prior consultation and confirmation of urgency.
(3) Overtime hours will be invoiced with the next bill.
§ 7 Payment Terms
(1) Payment of retainers is made in monthly installments according to the agreed flat rate.
(2) Invoices are due for payment within 14 days of invoicing without deduction.
(3) Payment can be made by bank transfer or standing order.
(4) In case of late payment, default interest of 9 percentage points above the base rate will be charged.
§ 8 Contract Term and Termination
(1) The minimum contract term depends on the selected retainer model (3, 6, or 12 months).
(2) The contract ends automatically at the end of the agreed term unless an extension is agreed.
(3) For 12-month retainers, there is the option of monthly extension at previous conditions, provided that a minimum notice period of 1 month before the end of the contract is observed.
(4) Extraordinary termination for good cause remains available to both parties.
(5) Terminations require written form (email is sufficient).
§ 9 Suspension by Contractor
(1) In case of vacation or illness-related absence of the Contractor, the contract term will be suspended or extended accordingly.
(2) For absences of more than 4 weeks, the payment schedule can be suspended upon request.
(3) The Client will be informed of planned absences in good time.
§ 10 Suspension by Client
(1) The Client can suspend the retainer during Christmas or company holidays for up to 3 weeks per case, maximum 6 weeks per retainer term.
(2) The suspension extends the contract term accordingly, so that the full service volume remains available.
(3) Suspension must be announced at least 2 weeks in advance.
(4) The payment schedule is not affected by the suspension.
§ 11 Early Termination by Mutual Agreement
(1) If a retainer must be terminated early for extraordinary reasons (e.g., business closure, serious illness), this can be done by mutual agreement.
(2) In this case, a fair solution will be agreed upon regarding already used hours and remaining terms.
(3) This is a goodwill service to which there is no legal claim.
§ 12 Service Differentiation: Support vs. Retainer Activities
(1) Support activities include:
- Setting up new employees and user accounts
- Password reset and security questions
- First aid for error messages
- Management of SharePoint libraries and Teams
- Minor adjustments to workflows and forms
- Brief training and introductions
- Monitoring and status reports
(2) Retainer activities (Standard/Intensive) include:
- Development of complex Power Apps and workflows
- Large system implementations and migrations
- Strategic consulting and process optimization
- Comprehensive automation projects
- Integration of external interfaces
- Creation of holistic business solutions
(3) Hours from Support Retainers can only be used for support activities.
(4) In case of ambiguities about the assignment of an activity, prior consultation takes place.
§ 13 Transparent Reporting
(1) The Client receives a link to a transparent time tracking system (Clockify) for each retainer.
(2) This link allows viewing at any time:
- Which services were booked on which retainer
- How many hours were used per month
- Detailed descriptions of activities
(3) The Client can filter by time period and export reports.
§ 14 Client's Obligations to Cooperate
(1) The Client will support the Contractor in the provision of services and in particular:
- Provide necessary information, documents, and access
- Designate contact persons and keep them available
- Make decisions promptly
- Perform acceptance and tests
(2) Delays due to lack of cooperation by the Client are not at the expense of the Contractor and may lead to schedule postponements.
§ 15 Confidentiality and Data Protection
(1) Both parties undertake to keep confidential all confidential information that becomes known in the course of cooperation.
(2) The Contractor processes personal data of the Client exclusively within the scope of service provision and according to the requirements of the GDPR.
(3) If necessary, a separate data processing agreement (DPA) will be concluded in accordance with Art. 28 GDPR.
§ 16 Liability
(1) The Contractor is liable without limitation:
- In case of intent and gross negligence
- For damages arising from injury to life, body, or health
- According to the provisions of the Product Liability Act
(2) In case of slightly negligent breach of material contractual obligations, the Contractor's liability is limited in amount to the contract-typical, foreseeable damage. Material contractual obligations are those whose fulfillment enables the proper performance of the contract in the first place and on whose compliance the Client regularly relies.
(3) Otherwise, liability is excluded.
(4) The above limitations of liability also apply to the personal liability of employees, representatives, and vicarious agents of the Contractor.
§ 17 Usage Rights
(1) The Client receives a non-exclusive, temporally and spatially unlimited right of use to all work results created within the scope of service provision.
(2) The usage rights are transferred after full payment of the agreed remuneration.
(3) The Contractor reserves the right to use created solutions (without customer-specific data) as a reference and as templates for other clients.
§ 18 Warranty
(1) Defects in the services provided must be reported in writing immediately after discovery.
(2) The Contractor has the right to supplementary performance. Supplementary performance can be made at the Contractor's discretion by rectification or re-provision of the service.
(3) If supplementary performance fails, the Client can demand a reduction in remuneration or withdraw from the contract, at their discretion.
(4) The warranty period is 12 months from acceptance or service provision.
§ 19 Force Majeure
Both parties are released from their performance obligations to the extent and as long as performance is made impossible or unreasonably difficult by force majeure (e.g., natural disasters, war, pandemics, strikes, official orders).
§ 20 Changes to the T&C
(1) The Contractor reserves the right to change these T&C with effect for the future.
(2) Changes will be communicated to the Client by email at least 6 weeks before they take effect.
(3) If the Client does not object within 6 weeks of receipt of the notification, the amended T&C are deemed approved. The Contractor will specifically point out the Client's right of objection and the significance of the objection period in the change notification.
§ 21 Final Provisions
(1) The law of the Republic of Cyprus applies, excluding the UN Convention on Contracts for the International Sale of Goods.
(2) The place of performance is Paphos, Cyprus.
(3) The place of jurisdiction for all disputes arising from or in connection with this contract is Paphos, Cyprus, provided the Client is a merchant, a legal entity under public law, or a special fund under public law.
(4) Should individual provisions of these T&C be or become invalid, the validity of the remaining provisions remains unaffected. The invalid provision is to be replaced by a valid one that comes closest to the economic purpose of the invalid provision.
(5) Amendments and additions to these T&C require written form. This also applies to the waiver of this written form requirement.
Smartnetyx Ltd.
Gladstonos 12-14
Paphos 08046, Cyprus
contact@smartnetyx.com
Version: December 2024