General Terms and Conditions (GTC)

1. Scope

These General Terms and Conditions (GTC) apply to all contracts between
Janik Kofler, Staatsstraße 9, 39020 Kastelbell (BZ), Italy
(hereinafter "Provider") and its customers (hereinafter "Customer") regarding the use of the software solution CellarXpert.
Divergent terms and conditions of the Customer shall not apply unless the Provider has expressly agreed to their validity in writing.

2. Subject Matter of the Contract

The Provider shall make available to the Customer a digital wine management and inventory management solution, including the functions contained in the respective package.
The exact scope of services results from the package description on the website and from the individual offer made to the Customer. The provider does not guarantee any specific availability level or response time unless otherwise expressly agreed in writing.

3. Conclusion of the Contract

The contract is concluded by:

• the Customer's acceptance of a written offer from the Provider (e.g., via email), or
• the activation of a user account by the Provider after confirmation of the GTC by the Customer.

4. Prices and Payment Terms

• The prices are based on the offer valid at the time of commissioning or the package prices stated on the website.
• Unless otherwise agreed, invoices are payable within 14 days from the invoice date without deduction.
• Payment shall be made by bank transfer or another payment method agreed upon in writing.
• In the event of default in payment, the Provider is entitled to block access to the software until the claim has been settled.
• Any setup fees or additional services (e.g., individual training, data import) will be charged separately unless expressly stated as included in the offer.
• In the event of late payment, default interest shall apply in accordance with Italian Legislative Decree 231/2002.

5. Term and Termination

The contract is concluded for an indefinite period and may be terminated by either party at any time with 14 days' notice to the end of the month in text form (e.g., via email).
The right to extraordinary termination for good cause remains unaffected. Good cause shall be deemed to exist in particular if one party breaches essential contractual obligations. Payments already made are non-refundable, regardless of the time of termination.

6. Customer Obligations

• To keep access data secure and not disclose it to third parties,
• not to misuse the software or use it for illegal purposes,
• to comply with all applicable legal provisions when using the software, particularly in the area of data protection (GDPR).
• The customer agrees to use the software only within the intended functionalities and not to enter any illegal, misleading, or intentionally false content.
• The customer is aware that certain master data (e.g., wineries, wine names, regions) may be shared among multiple customers. The customer therefore agrees to exercise due care when entering such data.
• The provider assumes no liability for incorrect, faulty, or duplicate records created by other users.
• The provider reserves the right to review, correct, merge, or delete shared master data if necessary to maintain database quality or for the benefit of all users.
• The customer is responsible for the accuracy of the individual data entered solely by them, particularly stock levels, prices, and movements.

7. Liability

• The Provider shall only be liable for damages resulting from intentional or grossly negligent conduct.
• The Provider shall only be liable for the loss of data if the Customer has carried out regular and adequate data backups.
• Liability for indirect damages, loss of profit, or consequential damages is excluded.
• The provider’s liability is limited to the total amount of fees paid by the customer in the 12 months prior to the damaging event.

8. Data Protection

The processing of personal data is carried out exclusively in accordance with the Privacy Policy, which is available on the Provider's website and forms part of these GTC. For the processing of personal data carried out on behalf of the customer, a separate Data Processing Agreement (DPA) must be concluded, forming an integral part of the contractual relationship.

9. Amendments to the GTC

The Provider reserves the right to amend these GTC at any time. Amendments will be communicated to the Customer at least 30 days before they take effect, either via email or within the software.
If the Customer does not object to the changes within 14 days, they shall be deemed accepted.

10. Applicable Law and Place of Jurisdiction

Exclusively Italian law shall apply, excluding the UN Convention on Contracts for the International Sale of Goods.
The place of jurisdiction for all disputes shall be – to the extent permitted by law – Bolzano (BZ), Italy.