Terms and Conditions: Kostner Services

March 2020

Introduction and Background

The parties agree that these Service Terms govern Customer’s purchase of services from Kostner relating to cost analysis and management of a) cloud infrastructure services, ie. Azure and AWS and other global public cloud providers, and/or b) on-prem infrastructure services, ie. Virtual Server environment. Services are purchased as a one-off service or a subscription.

These Service Terms are an integral part of the Main Agreement and are accepted by signing the Main Agreement. In case of any contradiction between the Main Agreement and these Service Terms, then the content of the Main Agreement takes precedence.

Delivery of Kostner Services

The delivery of the Kostner services includes the following steps:

  1. Kostner provides instructions on how to gather data
  2. Customer transfers data to Kostner
  3. Kostner analyzes the data and creates the report
  4. Kostner transfers the report to Customer
  5. Customer and Kostner holds an online meeting to go through results

In case of a subscription, each service instance includes the above-mentioned steps unless specifically stated otherwise.

Customer is responsible for transferring data. If Customer does not transfer the data or transfers void data, then Kostner cannot complete the service. Customer is not eligible for a refund in that case.

Customer is responsible for booking a time for an on-line meeting with Kostner and attending this meeting. If Customer fails to do either, then Customer is not eligible for the on-line meeting and cannot get a full or partial refund.

In case of a subscription with ie. 4 services per year, this implies one service delivered each quarter. Kostner will remind customer of data gathering, but it is the responsibility of Customer to transfer the data. If Customer does not deliver data for a service delivery instance, then this instance will be lost. A service cannot be carried forward nor is it eligible for a refund.

Data Protection and Confidentiality

By agreeing to these terms, the customer agrees that the data customer provides to Kostner for analysis does not hold any information governed by GDPR legislation. Also, the customer agrees that the data does not hold any business sensitive information. The data set transferred only hold information about usage of IT infrastructure services, nothing about the customer’s business itself.

Kostner will be processing the data for creating the report. Kostner will save and use anonymized, aggregate data for benchmark and analytical purposes.

Limitation of liability

KOSTNER is liable for any deficiencies in its services rendered in accordance with Danish law with the following restrictions:

  • KOSTNER is not liable for any errors or delays caused by circumstances that are beyond KOSTNER’s control, including IT breakdown, epidemic outbreak, government or authority restrictions and orders, strikes, lockouts and the like.
  • In the event of a material error by KOSTNER in performing any Services, KOSTNER’s sole obligation to Customer shall be for KOSTNER, to repeat the relevant Services at no additional charge.
  • KOSTNER is not liable for damage, loss of data or claims by third parties relating to the use of IT systems provided by the Customer. This does not apply in case the damage is due to gross negligence or intentional acts or non-performance by KOSTNER.
  • KOSTNER is not liable for any loss of data or breach of data security on third party IT systems used in the transfer of data and delivery of services.
  • KOSTNER’s possible liability does not cover any incidental or consequential damage, including consequential loss, lost profits, missed cost optimizations, goodwill, reputation, accidental loss, penalties and a daily penalty or equivalent.
  • KOSTNER’s liability under this Subscription Agreement shall in no event exceed the equivalent of one year’s fee to KOSTNER as paid by the Customer.

The Customer shall hold KOSTNER harmless against all claims, liability and expense, including legal fees, arising because of third party claims, on the grounds of the Services.

Intellectual Property Rights

All intellectual property rights used for or developed by KOSTNER as part of performing the Services shall be owned solely by KOSTNER and no right therein is granted to the Customer under this Agreement.

Payment

One-off reports are invoiced upon signature of Main Agreement.

Subscriptions are invoiced upon signature of Main Agreement and subsequently 14 days prior to renewal date.

All invoices must be paid within 14 calendar days. Late payments will be subject to fees according to current legislation. Overdue amounts will be subject to 2% interest per month commenced.

Prices

Main Agreement specifies prices for one-off services and as a minimum the first year of a subscription.

Unless specifically stated otherwise, the price of the subscription will increase with 3% each year. KOSTNER may communicate price changes outside this standard to Customer with minimum 60 days notice to subscription renewal date.

Termination of Subscriptions

Subscriptions run for 12 months from purchase date. Subscriptions will automatically be renewed unless terminated by Customer in writing more than 30 days prior to renewal date.

KOSTNER may terminate the subscription in writing more than 30 days prior to renewal date.

Governing law and venue

This Agreement is governed by Danish law, except for its conflict of law provisions.

Any disputes between the parties arising out of or in connection with this Agreement shall be settled with the Danish courts with Copenhagen City Court in the first instance.

Other terms

These terms may be updated without further notice and can be found at the Kostner web site. The terms valid at subscription renewal date regulates the following years subscription.