Terms of Service (”Terms”)

General
1. consolafi GmbH, Opernring 1, 1010 Vienna Austria (FN 585640 k) ("Provider", "we", "us") provides an interactive online platform https://app.consola.finance ("Platform"). On our platform, users ("Users", "You") can register and use/book various consulting services in the field of automated information and blockchain technology, transaction analysis and data processing ("Services").
Scope of the Terms
1. Services offered via the Platform are exclusively aimed at commercial Users. The User affirms that he/she is an entrepreneur within the meaning of Section 1 of the Austrian Commercial Code (UGB).
2. The use of the Platform is exclusively subject to these Terms. Deviating or conflicting terms and conditions of the User shall not be accepted by the Provider, unless the Provider has expressly agreed to them in writing.
3. Annex I (Service Level Agreement) is an integral part of the Terms. Should provisions in the Terms contradict provisions in Annex I (Service Level Agreement) in whole or in part, the specific provisions in Annex I (Service Level Agreement) shall take precedence.
4. The Terms only govern the relationship between you as the User and the Provider as the operator of the Platform. The version of these Terms valid at the time of the conclusion of the contract shall apply and can be accessed at consola.finance. If you do not agree to these Terms, you are not entitled to use this Platform.
5. The Provider is entitled to unilaterally amend these Terms and the Services and Pricelist to a reasonable extent, insofar as this is necessary to eliminate equivalence problems that arise subsequently or to adapt to legal or technical changes. The Provider shall inform the User of any amendment and the content of the amended provisions in advance. The amendment shall become part of the contract if the User does not object in writing to its inclusion in the contractual relationship within four weeks of receipt of the notification of amendment. If the User objects to the inclusion in the contractual relationship within this four-week period, the Provider is entitled to terminate the contract without notice.
Use of the Platform
1. You may only use the Platform if (i) you are legally competent to enter into these Terms and (ii) are at least 16 years old and (iii) expressly agree to these Terms.
2. To be able to use all Services of the Platform, a one-time registration is required.
Registration
1. Users who are interested in our Platform or want to use our Services must be registered. For this purpose, Users need to provide certain valid, correct and up-to-date information such as first name, last name, email address, password, address, payment details.
2. As a User, you are responsible for ensuring that the information you provide during the registration process is accurate, correct and up-to-date. Due to the possible sensitivity of the data processed on the Platform, registration is only permitted in your own name. Disclosure of the password to third parties or use by third parties is also prohibited. You are liable for keeping your password safe and secret.
3. We will not be liable for any loss or damage caused by you providing us with inaccurate information or failing to protect your information. In the event of misuse or suspected misuse of your information, you shall notify us at the following email address: [email protected].
4. The User must keep his contact details (email address, home address, etc.) up-to-date and correct. If the User does not inform us of a new email address or postal address, communication from us will continue to be sent to the previous email address or postal address. Declarations sent to the previous email address or postal address shall be deemed to have been received by the User if the Provider (i) has not been notified of a change of email address or postal address or (ii) was not aware of such a change due to gross negligence on the part of the User.
Services
1. A registered User can use the Platform as follows:
  1. Limited free of charge Service: The User can use a limited range of Services on our Platform free of charge. For more details see here https://features.consola.finance.
2. Fee-based Service: Other Services on the Platform are available for a fee. If the User would like more information about these Services and their cost, he/she must contact our sales team at [email protected]. Our sales team will provide the interested User with a customised offer for a subscription for our fee-based Services. The accepted customised offer will be integral part of these Terms.
Suspension of Access
1. We may, without prior notice, temporarily suspend access to the Platform, your account, and your content if we have reasonable grounds to suspect that you or a third party using your account information is in breach of these Terms or of applicable law in connection with your use of the Platform or the Services, or if technical circumstances or security issues make it necessary to do so.
2. We will notify you if we have reasonable grounds to suspect a breach of these Terms or applicable law and provide you with an opportunity to justify and clarify the matter. If the suspicion cannot be dispelled, we are entitled to terminate your subscription and irrevocably deny access to the platform if we consider this appropriate in view of the seriousness of the violation.
Term and Termination
1. A registered User can use the limited free of charge Services for an indefinite period. The Provider reserves the right to change, limit or extend the free Services or terminate the free access to the Platform at any time.
2. The subscription for the fee-based Services has a term of twelve (12) months from the date of conclusion ("Initial Term"). Unless the User terminates the fee-based subscription 30 days prior to the expiry of the Initial Term, the fee-based subscription will be automatically renewed for a further 12 months ("Renewed Term").
3. The Provider may terminate the subscription without prior notice for any of the following reasons:
  1. upon any material breach of the Terms by the User;
  2. if the discontinuation of the Platform or the Services, the termination of the subscription is directly or indirectly required by law (eg by statute, regulation or a decision of a competent court or regulatory authority);
  3. if the Platform or the Services is used by the User in material breach of the Terms or in any unlawful manner whatsoever; and
  4. if the suspicion of misuse of the Platform or the Services cannot be dispelled in accordance with Sec 6.1.
Right of Use / License
1. You undertake to use the Platform and the Services only in compliance with the Terms and legal provisions and to refrain from any improper use.
2. For the term of the subscription the Provider will grant the User a limited, non-exclusive, non-transferable, license to access and use the Platform and Services as described in the Terms. Other than this license, no right, title or interest to any material contained on the Platform will be transferred or assigned to the User.
3. You are exclusively entitled to the rights to the Platform, or the Services granted under the Terms.
Performance and Maintenance
1. Our performance deadlines provided on the Platform are generally non-binding unless we expressly agree otherwise in Annex I (Service Level Agreement).
2. We are not responsible for delays in performance if these occur due to force majeure or unforeseen events which make performance significantly more difficult or impossible, e.g. natural disasters, pandemics, accidents, war, terror, traffic or operational disruptions, industrial disputes, official orders and measures. We reserve the right to postpone performance for the duration of the hindrance or, if necessary, to withdraw from the contract altogether due to the above-mentioned hindrances.
3. The Provider is entitled to carry out maintenance work from time to time. During the maintenance window, the Platform may be unavailable or only partially available, which does not constitute a defect of the Platform. Activities during the maintenance window will be announced to the User with a reasonable advance notice. Users may not derive any claim whatsoever from this against the Provider. Please refer to our Annex I (Service Level Agreement) for more details.
Pricing and Payment
1. The Provider offers to the User various types of fee-based subscriptions with different included Services. The detailed scope and price of the individual subscription types and the included Services can be requested from our sales team at [email protected]. If the User has selected a fee-based subscription, the Provider will send the User a confirmation email with details of the User's subscription type, including the price, included Services or additional Service booked.
2. Our prices are in Euro and excl VAT.
3. Users can pay their subscription fee in the cryptocurrencies BTC, ETH, USDT or USDC or any other cryptocurrency as agreed on. For this purpose, the Provider shall issue a monthly invoice with the amount converted into cryptocurrency, as well as the wallet address to which the payment is to be made. The conversion date will be the 1st of each month at 12:00 CET, using the source CoinGecko (https://www.coingecko.com/). If the payment is reversed for any reason, we will refund the amount of crypto collected. If we accept fiat money in the future, we will use payment service providers to process it for us.It is the sole responsibility of the User to have all the necessary access systems in place to be able to pay in the desired cryptocurrency.
4. We also reserve the right to change our prices with 2 months' notice, effective for the next tax year. Should the User oppose such price change, the current subscription will not be renewed and will terminate at the end of the tax year.
5. The User shall make monthly payments within 10 days after receipt of the invoice from the Provider. The User is not entitled to make any deductions from the invoiced amount. Payments are only deemed to have been made once User's bank account has been credited with the full invoiced amount.
6. In the event of arrears in payment, the Provider is entitled to charge interest on arrears at the rate of 4 % per annum above the current base interest rate announced by the Austrian National Bank. The User shall reimburse the Provider for all expenses, dunning and collection charges, incl the costs of a lawyer, incurred as a result of the User's arrears in payment. If the User is in arrears with payment for more than two months, the Provider may suspend the User's subscription after setting a grace period of another 14 days.
No Professional Advice

The Services of the Provider do explicitly not include investment or financial advice, accounting or advisory services of whatsoever nature or any other services that are explicitly the responsibility of a financial advisor, tax advisor, legal advisor, investment banker, auditor, management consultant or accountant ("professional expert"). Use of the Services on the Platform does not constitute an attorney-client relationship of any kind. The Provider expressly points out that the use of the Services in no way replaces the advice of a professional expert. It is the User's sole responsibility to obtain the required support from professional experts properly.
Warranty and liability
1. We provide the Platform on an "as is" basis without warranty of any kind. You expressly confirm that you understand and agree to the following provisions:
  1. We do not warrant the accuracy, up-to-dateness, completeness or functionality of the data and information displayed on the Platform or generated by the Services.
  2. Content created by third parties or Users themselves or information or data supplied by them are not part of the Service. We do not review this content in any way and are not obliged to do so. We do not assume any liability or responsibility whatsoever for this content.
  3. It is not part of the Services that (i) the Platform will be available, secure, or error-free at all times, or (ii) insignificant errors in the software or the Service will be corrected. We therefore exclude any warranty in this respect, unless expressly stated otherwise in Annex I (Service Level Agreement).
  4. The obligation to provide updates pursuant to Section 1 (3) in conjunction with Section 7 of the Austrian Consumer Warranty Act (Verbrauchergewährleistungsgesetz) shall be excluded.
2. We shall only be liable for compensation for damages that we have caused with gross negligence or intentionally. We shall not be liable for indirect damage, loss of profit, loss of interest, failure to make savings, consequential and pecuniary damage and damage arising from third-party claims. In the event of gross negligence, liability is limited to the value of the payment for the Services for one year, but not more than the amount covered by our insurance.
3. User's claims for damages against the Provider are time-barred 6 months after the User became aware of the injuring party and the damage. The full burden of proof is on the User.
4. The Provider shall not be liable, except as required by law, for any damages that may arise from the use of content on the Platform or other types of use of the Platform or Services. This applies, but not exclusively, to all information downloaded from the Platform or reports generated from it as well as damage that may result from viruses, corruption or loss of data.
5. The Provider shall not be liable for loss of data and other damage caused by the User's system.
Indemnification

The User shall fully indemnify, defend and hold harmless the Provider against all claims made by third parties against the Provider arising from or in connection with the Users' use of the Platform or the Services. Furthermore, the User shall bear all costs of a necessary legal defense by the Provider, including all court and legal costs in the statutory amount.
Offers from other companies, references and links

The Platform may contain offers and services of other companies as well as links to external websites, for the contents of which, however, we assume no responsibility or liability. Links to such third-party services do not constitute a recommendation of these services by us. We will mark such offers and services accordingly and will not present them as our own offers or services.
Copyright

The elements contained on the Platform, such as texts, images, graphics and video files, are subject to copyright protection and the protection of intellectual property. These elements may not be reproduced or otherwise edited or processed without our express written consent.
Final Provisions
1. General terms and conditions that deviate from or supplement the Terms or quotations or framework agreements or supplementary agreements concluded with the User shall not form part of the contract without the express written consent of Provider.
2. Any reference to writing or written includes any electronic messaging, including emails. The User shall send all communications based on the Terms to the Provider per email to: [email protected].
3. Should any provision of the Terms be or become invalid or should the Terms be incomplete, this shall not affect the validity of the remaining provisions of the Terms. The invalid provision shall be replaced by an enforceable provision which comes as close as possible to the economic purpose of the invalid provision.
4. The Terms and all rights and obligations of the Parties arising out of or in connection with the Terms shall be governed by and construed in accordance with Austrian law excluding the conflict of law rules and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).
5. The competent court in 1010 Vienna having jurisdiction over the subject-matter shall have exclusive jurisdiction to settle any disputes arising out of or in connection with the Terms or related to its creation, validity, nullity, interpretation, performance and termination as well as its pre- and post-contractual effects.

20 March 2023

Service Level Agreement

Scope
1. The scope of this Service Level Agreement is the definition of performance parameters ("Service Level") for measuring and controlling the quality of the services to be provided under the Terms, as well as the determination of measures in the event of non-compliance with the agreed Service Level.
2. The Services to be provided under the Terms are detailed here: https://terms.consola.finance. This Service Level Agreement defines the access and availability of the Platform and the Services.
3. This Service Level Agreement only applies to fee-based subscriptions.