CAOS Ltd. ("We", CAOS AG, or simply CAOS), with head office located at Teufener Strasse 19, 9000 St. Gallen, Switzerland, offers amongst other services and websites (Services) as well commercial support services (Support Services) for units of CAOS software products (Unit), if not otherwise defined a Unit refers to a is a single, dedicated setup of an application or service.
The customer relationship (Framework Agreement or The Agreement) is created by the Customer ("you") by accepting a Purchase Order ("PO") for the specified Support Services (Booking). Jointly you and CAOS will be referred to as the Parties. The terms of service ("TOS") outlined in this document establish the most important points of this Framework Agreement – independently of the use of any other services.
This Agreement has the following appendices. When you enter the Agreement with us, you accept these agreements.
- Data Processing Agreement - How we process personal data on behalf of you
- Support Service Descriptions - How we provide support services to you
- Acceptable Use Policy - What we understand as acceptable and fair use of our Services
Any provisions which deviate from these TOS must be agreed in writing (email sufficient) between the Customer and us. Such agreements shall take precedence over the TOS outlined in this document.
You may only transfer the Framework Agreement or Services used in the context of the Framework Agreement to third parties with our prior written consent.
Coverage under this Agreement will start with Booking of Support Services, for a minimum period of 12 months. Support Services agreements will automatically renew for additional one year terms upon submission of a purchase order for renewal, unless either you or CAOS provides written notice (email sufficient) of termination of any such term. Each renewal will be at CAOS' then-current rate. In the event that you accesses CAOS Support services in any way after the Agreement has expired or been terminated, you will continue to be bound by this Agreement, which will continue to apply to the services after such expiration or termination.
Type and scope of the services
We provide the Services under the conditions stated on our websites and the PO at the time of booking.
Modifications of services offered
We are entitled to offer new services, to withdraw existing services (Termination) or to modify the specifications and prices of existing services (Modification) at any time. If the modification or termination affects a service that you are using at that time, we will inform you via email that said service will be automatically modified and/or is no longer available after a period of 30 days.
If such modification would have a disadvantageous impact on the Customer use of service, CAOS and Customer must discuss the change with the Customer first and, to the best of its ability, find a solution that is acceptable to both Parties. If such a solution cannot be found, CAOS may implement the modification and Customer may submit notice of termination of the relevant Service (email is sufficient) before the modification becomes effective without being obliged to pay contractual penalties or termination fees. CAOS may modify the prices for a service after the minimum term of the agreement.
Modification of services booked by you
You may change or terminate Services booked by you at any time. Modifications will take effect in the next billing period, or as agreed otherwise between the Parties. Changing services booked by you requires a new PO, stating the new conditions of the services after Modification, to be accepted by the Parties.
We take all appropriate physical and electronic precautions to ensure the security and availability of our infrastructure and the service offered thereupon, in particular to protect against unauthorized access to data, data loss, failures and misuse.
The Annex of the data processing agreement outlines the measures we take in more detail.
The Description of Support Services is available as Annex to this document.
The parties may enter a service level agreement, as specified in our Support Service Description, for booked Support Services. Only named persons in the Purchase Order, or as agreed in writing (email is sufficient) may use the Support Services to interact with CAOS.
Failure to provide the agreed service level objectives during the term of the Agreement results in compensation via service credits, as outlined in the Annex per service level objective.
Customer must request service credit and must notify CAOS in writing (email sufficient) within 30 days of becoming eligible for service credit and must prove failure of CAOS to meet the stated objective. CAOS will confirm or reject the claim with reasons for a refusal within 10 days. Service credit will in no case be paid as a cash equivalent. No further guarantees are provided.
If not otherwise agreed, CAOS offers a yearly review meeting with you to discuss the service quality and any feedback you might have. We are not required to participate in the meeting after the term has expired.
Be advised that the scope of our influence is limited. For example, the actual accessibility of a service is also dependent on the connection to and between various Internet Service Providers ("ISPs"). Portions of our services, i.e. software components, may also be beyond our influence and be subject to their own contractual conditions. You accept that in such cases we reject any responsibility.
Inclusion of third parties
At our request you will provide your truthful contact information and keep it updated at all times. You must also ensure that you actually receive messages, in particular emails, intended for you.
You will ensure that the use of our Websites and Services by you or third parties complies with all applicable legislation, these TOS, and our Acceptable Use Policy at all times.
Maintenance of units
You will ensure that units eligible for Support Service are maintained and upgraded frequently. If you operate units with a release date older than 180 days since our latest stable release, the term is continued but CAOS is not required to handle any support request for that unit until the units are upgraded and recertified.
You will ensure to follow the support process, especially provide all required initial information to the issue, as outlined in the Annex to this document.
Training of support staff
You will ensure regular training of your support staff. Your support staff must be able to provide the required information for support issues to us, and thus requires access and up-to-date knowledge of the services.
Initial know-how transfer for the services will be organized in training sessions conducted by us. We can provide knowledge sessions throughout the term to train newly onboarded staff, update your support staff about important updates, or refresh knowledge in specified areas. In case we notice insufficient quality of support requests from Customers, we will propose appropriate training sessions.
You will take appropriate measures to prevent any misuse of the services you booked. These include, for example, securing the software used and the prompt installation of security updates as well as using suitably secure passwords.
Any liability for damages, indirect or direct, in case of data loss is explicitly rejected.
You will immediately report any knowledge of a misuse of your booked services.
If the maintenance of service quality requires your cooperation, for example to remedy errors in the services you use, you will provide said cooperation promptly and free of charge.
Third party obligations
You will ensure that your vicarious agents, customers and third parties fulfill these obligations as well.
Fees for the initial or any subsequent term of Support Services booked will be due and payable net 30 days from date of invoice. All payments to CAOS will be made in CHF or EUR to our bank account, as indicated in the PO.
Offsetting against a counterclaim is prohibited.
In the event of default we reserve the right to transfer our claim to a collections agency. You will bear any resulting costs insofar as legally permissible.
Lapsed Service Fee
In case the term of the Support Service contract has expired within 1 to 180 days, you will be required to pay a Lapsed Service fee in addition to purchasing and activating a one-year renewal contract term at the then-current fee and conditions. The renewal term's start date will also be backdated to begin coverage from the service's original expiration date.
Please contact us for current fees.
Recertification of a unit, to be covered under Support Services, is required for:
- units for which Support Services have been expired for more than 180 days
- units that run a release that is older than 180 days from the products most recent stable release
- requests for support on products and services purchased or supported from non-authorized resellers
Recertification of a unit requires payment of a Recertification Fee which results in a checkup of the unit by CAOS. The unit will be inspected to asses its condition and eligibility for service coverage.
Please contact us for current fees.
Termination by you
You may terminate the Framework Agreement by providing written notice (email is sufficient) of termination at least 30 days prior to the end of the term.
Termination by us
We may terminate the Framework Agreement at any time via email message with a notice period of 90 days. Any use of the services will cease at the end of this period and the Framework Agreement will be terminated.
Any remaining credit shall automatically expire upon termination of the Framework Agreement.
Termination of services
We are entitled to suspend and terminate services used by you if
- Your credit has been used up by services and/or any applicable credit limit has been reached;
- You are in default in the payment of open invoices and/or prompt payment seems unlikely (i.e. in the event of insolvency proceedings);
- Your services were used illegally or in breach of contract, or if there is reasonable suspicion of such use (i.e. in the event of complaints or abuse reports);
- We consider the suspension or termination of the services to be necessary for the protection of ourselves, our infrastructure or other customers.
We reserve the right to immediately terminate the Framework Agreement in such cases.
Deletion of data
In the event of the termination of the contract, we reserve the right to irrevocably delete all of your data.
We and/or third parties which we involve are only liable for demonstrably willful or grossly negligent damages. Our liability per damage event is limited to the value of the services used during the previous contractual year. Any liability in other cases, for consequential damages or lost profits is hereby excluded.
You are liable for all damages and costs arising from the illegal or non-contractual use of the services which you have booked. We in particular reserve the right to invoice you for any additional costs incurred by us in this context.
You acknowledge that we may be partially or entirely unable to provide our services during and/or as a result of events beyond our influence. These include events such as natural disasters, war, terrorism, sabotage, attacks on our infrastructure (i.e. DoS/DDoS attacks), failure of electrical or data connections and unexpected official requirements. We are not liable for any damages in such cases.
The Framework Agreement is subject to Swiss law.
Place of jurisdiction
The exclusive place of jurisdiction is St. Gallen, Switzerland.
Should any provision of these TOS be or become invalid, this shall not affect the validity of the remaining TOS. The invalid provision will be replaced by a valid one which approximates the invalid one as much as possible.
Entry into force
These TOS shall enter into force as of 15.07.2022.
Last revised: June 14, 2022
We are entitled to unilaterally amend these TOS at any time. The current version is accessible via our website. We will inform you of any amendments via email. These amendments shall be considered as accepted upon booking additional services or at the latest after 30 days. In the case of a rejection on your part we reserve the right to terminate the Framework Agreement.