Terms and Conditions (T&C)

Wogenfels GmbH
Pribelsdorf 87, 9125 Eberndorf, Austria
Company register number: FN 494514 b
Company register court: Landesgericht Klagenfurt (Regional Court of Klagenfurt)

(hereinafter referred to as “processor”, “Wogenfels” or “cleanlist”)

1. Scope and Conclusion of Contract

1.1. These Terms and Conditions (T&C) apply to all current and future services, deliveries and offers of Wogenfels GmbH in connection with the SaaS platform cleanlist.app towards its customers (hereinafter referred to as “customer”).

1.2. The offer is directed exclusively at businesses (B2B) within the meaning of the Austrian Consumer Protection Act (Konsumentenschutzgesetz, KSchG). By concluding the contract, the customer expressly confirms that it is acting as a business.

1.3. The contract is concluded either through the online order on the website (by clicking the relevant order button and accepting these T&C) or through the mutual acceptance of a written offer.

1.4. Deviating terms and conditions of the customer apply only if they have been expressly acknowledged in writing by the processor.

2. Scope of Services

2.1. Software as a Service (SaaS): The processor provides the customer with the cloud-based platform cleanlist.app. It enables the creation of digital checklists, their sharing via link/QR code, and their completion by operators — even without their own user account — in multiple languages, with photo and damage proof/records. The range of functions includes, among others, the editor, templates, dashboard, damage reports, a versioned API, an MCP interface, and outgoing webhooks. The precise scope of services (limits, available functions) is set out in the respective package description on the website.

2.2. No proprietary AI: The processor does not operate its own artificial intelligence. Optional control via chat is carried out through an external AI model connected by the customer itself (e.g. ChatGPT or Claude) via the MCP interface (see point 4.5).

2.3. Setup/onboarding services: Insofar as separately agreed, the processor provides support with setup, data import or configuration. The basis for this is a separate service description or an individual offer.

3. Service Level Agreement (SLA) & Support

3.1. Availability: The processor guarantees a system availability of 99.0% on an annual average for the SaaS services. Excluded are periods during which the services are unavailable due to problems outside the processor’s sphere of influence (force majeure, fault of third parties, etc.).

3.2. Maintenance windows: Planned maintenance work that may lead to downtime is announced in good time and is excluded from the guaranteed availability.

3.3. Support: The processor offers support via email and — subject to separate agreement — via additional channels. Support services for remedying errors that are attributable to incorrect operation by the customer may be charged on a time-and-materials basis.

4. Customer Obligations

4.1. The customer undertakes to use the SaaS services only within the scope of applicable laws. The customer is solely responsible for ensuring that the content it or its operators upload (checklists, notes, photos, damage reports) does not infringe the rights of third parties.

4.2. Data protection within the customer’s workspace: With regard to the personal data processed by the customer and its operators, the customer is the controller within the meaning of the GDPR. In particular, the customer ensures that an adequate legal basis exists for the recording of operators’ names and for photo proof/records, and configures appropriate photo deletion periods.

4.3. The customer is obliged to treat its access credentials, API keys and passwords as strictly confidential and to protect them against access by unauthorised third parties.

4.4. Own responsibility for connected AI (BYO-AI): If the customer connects an external AI model via the MCP interface, the customer is solely responsible for the selection, the lawful use, and the data transmitted to this model. The customer acknowledges that AI outputs are probabilistic in nature and may be erroneous or incomplete; the customer reviews AI-assisted results on its own responsibility before using them further.

5. Usage and Copyright

5.1. For the duration of the contract, the customer receives a non-exclusive, non-transferable and non-sublicensable right to use the platform as intended.

5.2. All copyright, trademark and other intellectual property rights in the platform, its software and its generic components remain with the processor. There is no claim to the release of the source code.

5.3. The processor acquires no rights to the content uploaded by the customer (own checklists, data, photos) beyond those required for the performance of the contract.

6. Prices and Payment Terms

6.1. All prices are in euros, exclusive of statutory value added tax.

6.2. SaaS fees: The SaaS packages are billed, at the customer’s choice, either monthly or annually in advance. With the annual payment method, the discount shown on the website is granted.

6.3. Payment term: Invoices are due for payment without deduction within 14 days of the invoice date at the latest.

6.4. In the event of default in payment, the processor is entitled to charge the statutory default interest for business-to-business transactions. In the event of default in payment of more than 14 days, the processor reserves the right to suspend access to the platform until the outstanding amounts have been settled in full, following a prior written reminder and the setting of a grace period of at least 7 days.

7. Term and Termination

7.1. The term of the SaaS contract is determined by the booked package (monthly or annual).

7.2. Monthly contracts are concluded for an indefinite period and may be terminated by either party with a notice period of 30 days to the end of a contract month.

7.3. Annual contracts are concluded for a term of 12 months. They are automatically extended by a further year unless they are terminated with a notice period of 30 days to the end of the respective contract year.

7.4. The right to extraordinary termination for good cause remains unaffected.

7.5. Terminations may be made in text form (e.g. by email or via the account management).

8. Warranty

8.1. The warranty period is 6 months from provision.

8.2. In a warranty case, rectification (error correction) takes precedence in any event over a price reduction or rescission.

8.3. The customer must inspect the services rendered for defects without delay pursuant to Section 377 of the Austrian Commercial Code (Unternehmensgesetzbuch, UGB) and give notice of such defects in writing.

8.4. The processor provides no warranty for impairments arising from systems or services of third parties over which the processor has no influence (e.g. AI models connected by the customer, webhook target systems, end devices or network connections of the operators).

9. Liability

9.1. The processor is liable only for damages demonstrably caused by intent or gross negligence. Liability for slight negligence is excluded. This exclusion of liability does not apply to personal injury.

9.2. Liability for indirect damages, loss of profit, business interruptions, claims of third parties and for the loss of data is excluded to the extent permitted by law.

9.3. Liability cap: Insofar as the processor is liable, the liability amount is limited to the fees paid by the customer in the last 12 months prior to the occurrence of the damage, but in any case absolutely capped at a maximum amount of EUR 10,000 per claim.

9.4. AI/third-party systems: The processor assumes no liability for damages resulting from the use of an external AI model connected by the customer or from erroneous, incomplete or inaccurate AI outputs. Ultimate responsibility for the technical and computational accuracy of the processed data lies — in line with the review obligation agreed under point 4.4 — with the customer.

10. Data Export and Switching Providers (Data Act)

10.1. The processor supports the customer within the scope of the legal requirements (in particular Regulation (EU) 2023/2854, the “Data Act”) when switching providers, insofar as this is applicable on the basis of the system architecture.

10.2. Data export: During the contract term, the customer can retrieve the data stored in its workspace via the functions provided or via the API in a structured, commonly used format (e.g. JSON/CSV). Photo proof/records are subject to the deletion periods configured per workspace.

10.3. Transition period & deletion: After the termination takes effect, the processor grants the customer, upon request, a transition period of a maximum of 30 days for the data export. After the expiry of the periods, all remaining customer data is irrevocably deleted.

11. Data Protection and Data Processing

11.1. Insofar as the processor processes personal data on behalf of the customer, this is done on the basis of a Data Processing Agreement (DPA) pursuant to Art. 28 GDPR.

11.2. By accepting these T&C, the customer concludes in full the Data Processing Agreement (DPA) provided at /avv. The DPA forms an integral part of this contract.

12. Final Provisions

12.1. Amendments and supplements to this contract must be made in writing. This also applies to any waiver of this written form requirement.

12.2. Austrian law applies exclusively, to the exclusion of its conflict-of-law rules and of the UN Convention on Contracts for the International Sale of Goods.

12.3. The court with subject-matter jurisdiction at the registered office of Wogenfels GmbH (Klagenfurt) is agreed as the exclusive place of jurisdiction for all disputes arising out of or in connection with this contract.

12.4. Should individual provisions of these T&C be wholly or partially invalid, the validity of the remaining provisions remains unaffected. The invalid provision shall be replaced by a regulation that comes closest to the economic purpose of the invalid clause.