Terms and Conditions

1. Scope

These Terms and Conditions (“Terms”) of knooing GmbH, Rosenheimer Straße 143c, 81671 Munich, Germany (“Contractor” or “knooing”), apply to all agreements between knooing and its customers (“Client”) regarding the provision and use of the knooing platform as Software-as-a-Service (SaaS).

These Terms apply exclusively to business dealings with entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB). Use of the platform by consumers within the meaning of Section 13 BGB is not intended and is excluded. The Client represents that it will use the platform exclusively for commercial or professional purposes.

2. Subject Matter and Description of Services

knooing provides the Client with access to the knooing platform as Software-as-a-Service (SaaS), an AI-native application for managing, analyzing, and optimizing the Client's IT landscape. Depending on the contract document, access covers one or more of the following modules: IT Inventory & Capabilities, Optimisation Intelligence, Risk & Compliance, Demand Management, and Cost Intelligence. The exact scope of functionality, booked modules, number of users or instances, and any additional services are set out in the respective offer or contract document.

These Terms cover exclusively the provision of the software as a service; consulting, implementation, or other project-related services are not covered by these Terms and require a separate agreement.

knooing reserves the right to adapt the platform to technical progress and new legal requirements. Existing functionalities may be modified, expanded, restricted, or discontinued, provided the core of the contractually agreed scope of services is maintained; the Client's interests will be duly considered. knooing will notify the Client in text form (e.g. by email) of any changes to these Terms or material changes to platform functionalities that affect the Client's rights or obligations. Such changes take effect no earlier than 15 days after notification; if the Client continues to use the platform after that period without objection, the changes are deemed accepted. Where a change constitutes a material detriment to the Client, the Client has a right of extraordinary termination.

3. Formation of the Contract

A contract is formed by an offer from knooing and its acceptance by the Client, typically through signature of a contract document or order confirmation in text form. Extensions and upgrades to existing agreements (e.g. additional modules or user licenses) may be ordered in text form (Section 126b BGB, e.g. by email).

4. Usage Rights and Client Obligations

knooing grants the Client, for the term of the agreement, a non-exclusive, non-transferable, non-sublicensable right to use the platform within the agreed scope (in particular regarding modules, number of users, and instances). No further rights are granted, in particular to the software, its source code, or underlying algorithms. The Client is not entitled to reverse engineer, decompile, or make the platform available to third parties without knooing's consent, except to the extent mandatorily permitted by law.

The Client is responsible for the accuracy and lawfulness of the data entered into the platform by the Client or its users, and for the secure safekeeping of its users' access credentials. The Client will not use the platform for unlawful purposes and will promptly inform knooing of any misuse of its access that comes to its attention.

All rights in the knooing platform, its software, documentation, and further developments belong exclusively to knooing. knooing may use feedback and improvement suggestions provided by the Client, free of charge, for the further development of the platform.

5. Prices and Payment Terms

Fees are governed by the respective contract document or the price list in effect at the time the contract is concluded. Unless otherwise agreed, invoices are due for payment within 14 days of invoicing without deduction. In the event of late payment, statutory provisions on default interest and collection costs apply. knooing will notify the Client of price adjustments for subsequent contract years at least three months before they take effect, in text form; the Client may object to a price adjustment within two weeks of receipt, in which case it is entitled to terminate the agreement with effect from the date the price adjustment would take effect.

6. Term and Termination

Unless otherwise agreed in the contract document, the term of the agreement is one year, beginning upon signature of the contract documents by knooing and the Client. The agreement automatically renews for a further year unless properly terminated by either party at least three months before the end of the respective term. Each party's right to extraordinary termination for good cause remains unaffected.

Termination must be in text form (Section 126b BGB); termination by email to the respective registered contact address is sufficient. Upon termination, knooing will, upon request within 30 days, provide the Client with an export of the data it entered into the platform in a common format, and will otherwise delete the Client's data in accordance with statutory retention periods and the privacy policy.

7. Liability, Availability, and Data Protection

knooing's liability for damages and expenses follows statutory provisions. knooing is liable for any breach of duty (pre-contractual, contractual, or non-contractual) only in cases of intent or gross negligence attributable to knooing or its agents. By way of exception, knooing is liable for ordinary negligence in the case of injury to life, body, or health, or breach of a material contractual obligation (an obligation whose fulfillment is essential to the proper performance of the contract and on whose observance the Client may typically rely); in the case of a slightly negligent breach of a material contractual obligation, liability is limited to foreseeable damage typical for this type of contract and capped at 1.5 times the fees paid by the Client in the twelve months preceding the event giving rise to the damage, but no less than EUR 10,000. This limitation of liability does not apply in cases of intent or gross negligence, or to liability under the German Product Liability Act or under an assumed guarantee. knooing gives no warranty as to the accuracy of data entered by the Client or imported from third-party systems into the platform, nor for analyses and recommendations generated on that data basis.

knooing will use its best efforts to ensure the availability of the knooing platform and to align it with market standards. However, there is no entitlement to a specific level of availability or functionality of the platform, unless a separate Service Level Agreement has been agreed in the contract document.

To the extent personal data is processed in connection with use of the platform, this is done in accordance with the General Data Protection Regulation (GDPR) and our Privacy Policy. Where knooing processes personal data on behalf of the Client - in particular in connection with user management and the audit log - the parties will enter into a data processing agreement pursuant to Article 28 GDPR. The Client warrants that it will transmit third-party personal data (e.g. of its own employees) to knooing only in compliance with applicable data protection laws and will inform the data subjects accordingly.

8. Confidentiality

Both parties undertake to treat as confidential all confidential information and trade secrets of the other party that become known to them in the course of performing the contract, and to disclose such information to third parties only with prior consent. This applies in particular to the Client's IT inventory, cost, and contract data entered into the platform. This obligation continues to apply after termination of the agreement.

9. Final Provisions

These Terms are governed by the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG). The exclusive place of jurisdiction for all disputes arising out of or in connection with these Terms is the registered seat of knooing, provided the Client is a merchant within the meaning of the German Commercial Code (HGB); knooing is additionally entitled to bring proceedings against the Client at its general place of jurisdiction.

Should any provision of these Terms be or become invalid or unenforceable, the validity of the remaining provisions shall remain unaffected; the invalid provision shall be replaced by a valid provision that most closely reflects the economic purpose originally intended. Amendments and supplements to these Terms and to agreements concluded on their basis require text form (Section 126b BGB), unless otherwise provided in these Terms.