General Terms and Conditions (GTC)
SaaS Terms and Conditions
of the Laigo GmbH
The original German version is the legal basis.
The Provider (Laigo GmbH, Eckenerstr. 65, 88046 Friedrichshafen, Germany) provides corporate customers (hereinafter referred to as “System Users”) with a software solution for use. This software, which is protected by copyright in favor of the Provider and/or its system partners, is a web-/API-based software. The System User has tested the software solution and found it to be fully suitable for its tasks and business processes. The provider makes this software available for use via the Internet as a SaaS solution (Software as a Service). The system user and its user (hereinafter referred to as “User”) would like to use the software as a SaaS solution. Against this background, the contracting parties conclude the following Software as a Service (SaaS) contract (hereinafter referred to as “Contract”):
1. subject matter of the contract / service obligations of the Provider
1.1 The subject matter of the Agreement is the “smartTOOLS” program package. The individual program modules contained in the “smartTOOLS” program package are specified on the website of the Provider laigo.ai. The “smartTOOLS” software and the program modules are hereinafter referred to as the “Contract Software”.
1.2 The contract software provided here for use is based on an AI technology called Deep Learning, which, in contrast to purely explicit algorithmic processing, cannot guarantee a 100% recognition rate. The statistical models used for this purpose can become more accurate with the provision of data from the system user, so that a qualitative improvement in the recognition and detection rate can be expected. The Provider therefore points out that no full guarantee can be assumed for the recognition and capture of the data and therefore the scope of services is subject to error.
1.3 The Provider shall provide the System User with the contractual software conclusively described under laigo.ai and in the user documentation itself or through a third party commissioned by the Provider for use via the Internet. The system user thus receives the technical possibility and authorization to access the contractual software, which is hosted on a central server, via the Internet and to use the functionalities of the contractual software within the scope of this contract. The system user may use the application for his own purposes, process and store his data. The System User shall be authorized to pass on this authorization to end users (hereinafter referred to as “Users”) within the scope of what is permitted in the scope of services.
1.4 The transfer point for the contractual services of the Provider is the router exit of the data center used by the Provider. The connection of the System User to the Internet, the maintenance of the network connection as well as the procurement and provision of the hardware and software required on the part of the System User or its accounts is not the subject of this Agreement.
1.5 The Contract Software shall be available 24 hours a day, seven days a week (“Operating Hours”). The average availability during the Operating Hours shall be 98.5% on an annual average. During the other times (“Maintenance Times”), the application may nevertheless be available, if necessary with interruptions and restrictions; however, there shall be no claim to use. If maintenance work is required during the operating hours and the application is therefore not available, the Provider shall inform the System User of this in good time, if possible.
1.6 The Provider shall provide the System User with the access data required for the use of the System User administration area of the Application (“System User Backend”) for identification and authentication. The System User is not allowed to provide this access data to third parties, unless it is an additional account named to the Provider, which was taken into account in the fee calculation. The System User shall notify the Provider of new additional users of the System User backend prior to the commencement of activities. If agreed, the Provider will adjust the fee calculation accordingly.
1.7 The Provider shall provide user documentation in the form of help instructions on the software solution accessible to the System User or at laigo.ai exclusively in electronic form. The Provider reserves the right to provide the entire user documentation or parts thereof in English language only.
1.8 The Provider shall make available to the System User, exclusively if this is necessary for a function, the storage space conclusively described under laigo.ai and shall only in this case take over the backup of the transferred data. The Provider shall use virus scanners and firewalls in order to prevent or prevent unauthorized access to the System User’s data and the transmission of harmful data, in particular viruses, to the extent that this is possible with reasonable economic and technical effort. However, the system user is aware that complete protection against harmful data is not possible. If a threat cannot be eliminated in another technically and economically reasonable and promising way, the Provider is entitled to delete data of the System User or data of his accounts that contain harmful content. The Provider will inform the System User of this.
1.9 As far as the System User transmits data – no matter in which form – to the Provider, the System User makes backup copies of these data on his own data carriers. The Provider shall regularly back up its servers and protect them against unauthorized access with reasonable technical and economic effort. The Provider shall ensure the backup of the data stocks (file system and databases) in a standard procedure. Should the system user require additional backup measures, these are possible for a separate fee. In the event of a loss of data that nevertheless occurs, the system user will transfer the data concerned to the Provider’s server again free of charge. The System User shall be solely responsible for compliance with retention periods under commercial and tax law.
1.10 The Provider shall take over the maintenance of the contractual software, in particular the diagnosis and elimination of defects within a reasonable period of time. Defects are significant deviations from the contractually defined specification. The exact maintenance services shall be specified under laigo.ai or set out in the corresponding service agreement. Additional maintenance services can be provided by the provider for a separate fee. The maintenance of the contractual software, is omitted in the case of free use.
1.11 Unless expressly mentioned above, the Provider does not owe any further services. In particular, the Provider is not obligated to provide installation, setup, consulting, customization and/or training services or to create and provide individual programming or additional programs, unless these are expressly specified under laigo.ai.
1.12. It is possible to use the contractual software free of charge on condition that there is an active subscription to the laigo.ai newsletter by the system user. The Provider reserves the right to change the conditions for the free use of the Contract Software. In addition, the Provider is not bound to the aforementioned performance obligations in the case of free use.
Rights of Use
2.1 For the term of this Agreement, the Provider grants the System User the non-exclusive, non-transferable, non-sublicensable right to use the Contract Software on the system in the Provider’s data center. The contractual software is not transferred to the system user. If the Provider provides new versions, updates or upgrades of the Contract Software during the term of this Agreement, the aforementioned right of use shall apply to them in the same manner. However, the Provider is not obligated to provide new versions, upgrades or updates unless this is absolutely necessary for the elimination of defects or otherwise agreed elsewhere in this Agreement. Beyond the purposes of this Agreement, the System User shall not be entitled to use, reproduce, download or make available to third parties outside the agreed circle of users the contractual software or any data other than his own.
2.2 For each individual case in which the System User culpably enables the use of the Contract Software by third parties, the System User shall in each case pay damages in the amount of the remuneration that would have accrued for an individual user if a contract had been concluded during an ordinary contractual period of two years. The System User reserves the right to prove that no damage or significantly less damage has been incurred. All further rights of the Provider shall remain unaffected by the above provision.
2.3 In the event of unauthorized use or transfer of use, the System User shall, upon request, immediately provide the Provider with all information necessary to assert claims against the User, in particular the User’s name and address.
2.4 If the contractual use of the contractual software is impaired by third party property rights through no fault of the Provider, the Provider is entitled to refuse the services affected thereby. The Provider shall inform the System User of this without delay and enable him to access his data in a suitable manner. In this case, the System User is not obligated to make any payment. Other claims or rights of the System User remain unaffected.
2.5 If the System User submits feedback, comments, suggestions, ideas, requests or recommendations for changes or improvements to the Contract Software, the System User assigns all rights, title and interest in such feedback to Laigo and agrees to use it for any purpose. All rights not expressly granted to the system user hereunder are reserved to Laigo and its licensors.
3 Obligations of the system user
3.1 The system user shall perform all duties necessary for the performance and execution of this contract in a timely, complete and technically correct manner.
3.2 The System User shall provide a responsible and named employee as contact person. In particular, he shall provide the information required for the execution of this Agreement and shall be deemed to be authorized to make legally binding decisions. The System User may appoint another or additional contact persons. The Provider shall be informed immediately of any changes in the person of the contact person.
3.3 The System User shall also be solely responsible for ensuring that he and his Users have an Internet connection and suitable software and hardware equipment or configuration in accordance with the provisions in the description “System Requirements” under laigo.ai. The operation and maintenance of these technical requirements is the sole responsibility of the system user.
3.4 The system user shall protect the user and access authorization assigned to him or his users as well as identification and authentication safeguards against access by unauthorized third parties and shall not pass them on to unauthorized users. As soon as the System User has indications that the user and access authorizations have been obtained illegally by a third party or could be misused, the System User is obligated to inform the Provider of this immediately for damage mitigation purposes.
3.5 In addition, the System User shall obtain the necessary consent of the respective data subject, insofar as the System User collects, processes or uses personal data within the scope of the use of the contractual software and no statutory permissible circumstance applies. In all other respects, the System User shall also comply with all data protection and other legal requirements.
3.6 The System User shall always pay the agreed remuneration in due time.
3.7 The System User shall not misuse the contractual software in any way or allow it to be misused, and in particular shall not transmit any content with illegal content. The System User shall also refrain from any attempt, either by himself or by unauthorized third parties, to retrieve information or data without authorization or to intervene or allow intervention in programs operated by the Provider or to penetrate data networks of the Provider without authorization.
3.8 The Application is programmed for online operation and is set up individually for the System User. Therefore, the application must be tested with current browsers and plug-ins before use and checked for any malfunctions. The System User undertakes to perform necessary tests and to report any malfunctions to the Provider immediately.
3.9 When circumscribing, isolating, identifying and reporting malfunctions, the System User must follow the instructions given by the Provider. If necessary, the System User must use checklists provided by the Provider.
3.10 The System User shall specify its fault reports and questions to the best of its ability and shall use competent employees for this purpose.
3.11 The System User shall immediately report defects of the contractual services to the Provider in writing, specifying how and under what circumstances the defect or defect occurs and actively support the Provider in troubleshooting. If, after the Provider has checked a defect notification by the System User, it turns out that the defect did not occur within the Provider’s area of responsibility, the Provider may charge the System User for the costs of checking the error notification at the applicable prices. This does not apply if the System User could not recognize that the fault did not occur within the Provider’s area of responsibility even when exercising the required diligence.
3.12 When using the contractual software and the contractual services, the System User shall observe all applicable laws and other legal provisions of the Federal Republic of Germany. In particular, the System User is prohibited from posting data or content that violates legal provisions, infringes third-party intellectual property rights or copyrights or other rights of third parties. The system user is responsible for the data and content provided by him. The Provider does not check the contents for their correctness, freedom from viruses or their technical processability.
3.13 The System User shall back up the data and content transmitted to the Provider on a regular basis and in accordance with the risk, but at least once a day, and shall create his own backup copies in order to ensure the reconstruction of the data and information in case of loss.
3.14 Before sending the data and information, the System User shall check them for viruses and use state-of-the-art virus protection programs. Finally, the System User shall regularly back up its data inventories in the system by means of downloads until the time of termination of the Agreement, since it cannot be ruled out that after termination of the Agreement these data inventories can no longer be accessed by the System User.
3.15 If a third party claims a violation of rights by the data or content provided by the System User, the Provider is entitled to block the content completely or temporarily if there is a doubt about the legality of the data and/or content justified by objective evidence. In this case, the Provider will request the System User to cease the infringement or to prove the legality of the content within a reasonable period of time. If the System User does not comply with this request, the Provider is entitled, without prejudice to further rights and claims, to terminate the contract for cause without notice. Expenses incurred by the Provider as a result of the aforementioned measures may be invoiced by the Provider to the System User at the prices valid at the Provider’s premises. If the System User is responsible for the infringement, he will compensate the Provider for the resulting damage and indemnify the Provider from any claims of third parties. Further rights are reserved.
3.16 In all other respects, the System User is obligated to provide all relevant cooperation without delay and free of charge, in particular if the Provider requests it to do so and the necessary measures do not exceed a reasonable expense.
3.17 In the event of a serious or other violation by the System User of its obligations under this Agreement, as well as in the event of repeated violations, the Provider is entitled, at its discretion, to temporarily suspend the use of the contractual services by the System User in whole or in part, or to terminate the contractual relationship for good cause and without notice. Costs incurred by the Provider as a result of the aforementioned measures may be invoiced by the Provider to the System User at the Provider’s respective valid prices. If the System User is responsible for the infringement, he is obligated to compensate the Provider for the resulting damage.
4.1 The remuneration for the use of the contractual software consists of a monthly usage fee depending on the usage intensity (volume / editions / weighting of functions / number of users). Some editions additionally include a set-up fee for standardized company adjustments and instruction. Insofar as the Provider provides further services not expressly mentioned in this Agreement, the prices valid at the Provider or separately agreed offers shall apply. The price lists can be viewed at the Provider at any time. Furthermore, the System User agrees to the collection of the User’s usage data.
4.2 The System User has to compensate the use of the contractual software under the access data provided to him even if it is done by unauthorized third parties. A prerequisite for the Provider’s claim to remuneration is proof that the System User is responsible for the use by the third party. The obligation to pay compensation also exists if the System User had a reasonable suspicion that the access data had become known to third parties and did not inform the Provider immediately. However, the System User is not obligated to pay for use by unauthorized persons if the act of use occurred after the System User informed the Provider that the access data had become known to third parties.
4.3 The current remuneration is due annually in advance on the date of the initial registration. Other services are due after the provision of the service and receipt of the invoice by the System User.
4.4 All stated remunerations and prices are subject to the applicable statutory value added tax. This shall be invoiced in addition to the remuneration.
4.5 To compensate for increased personnel and other costs, the Provider has the right to change the prices and remunerations for the contractual services. However, such a price change is permitted at the earliest six months after the conclusion of the contract and only once a year. The Provider shall notify the System User of the change in writing no later than six weeks before it becomes effective. In the event that the System User does not accept the price increase, he shall be entitled to terminate the contract as a whole with one month’s notice to the end of the quarter, provided that the price increase amounts to more than 10% of the previous price. In the event of termination, the prices not increased until the termination becomes effective shall apply.
4.6 The System User may only set off or assert a right of retention against claims that have become res judicata or are undisputed. The System User may assign his claim under this Agreement to third parties only with the Provider’s written consent.
5.1 During a default of payment of the System User in a not insignificant amount, the Provider is entitled to block the access to the contractual software. In this case, the System User remains obligated to pay the annual fees.
5.2 If the System User
5.2.1 fails to pay the remuneration or a not insignificant part of the remuneration for two consecutive periods; or
5.2.2 in a period exceeding two months, with the payment of the remuneration in an amount equal to the remuneration for two months, the Provider shall be entitled to terminate the Agreement without notice and to claim liquidated damages immediately due in one sum in the amount of one fourth of the monthly prices remaining until the expiry of the regular term of the Agreement.
5.3 The amount of damages shall be set higher or lower if the Provider proves higher damages or the System User proves lower damages.
5.4 The Provider reserves the right to assert further claims due to delayed payment.
5.5 If the Provider is in default with the operational provision of the software, liability is governed by Section 7 Liability. The System User is only entitled to withdraw from the contract if the Provider does not comply with a reasonable grace period set by the System User, which must be at least three weeks.
6 Changes in performance
6.1 The Provider may change the service at any time in a manner reasonable for the System User. In particular, the change is reasonable if it becomes necessary for an important reason, such as disruption of the service provision by subcontractors, and the service features, as described in Annex 1 Service Description, continue to be essentially fulfilled. Provider shall notify System User of the change in writing or by email at least six weeks prior to the effective date.
6.2 Notwithstanding the foregoing, the Provider shall be entitled at any time to modify or amend its service offering or parts thereof. The Provider shall notify the System User of the change or addition in writing or by e-mail at least six weeks before it takes effect. The System User may object to the changes in writing or by e-mail within a period of two weeks from receipt of the change notification. If the System User does not object, the changes and additions become part of the contract. The Provider shall inform the System User of the consequences of his behavior in the change notification. If the System User objects to the change in due time, the Provider may terminate the contract at the next possible ordinary date.
The Provider is liable, regardless of the legal grounds, conclusively as follows:
7.1 The Provider is liable for defects of the contractual services in accordance with the provisions of this Section 7, insofar as impairments are not based on limitations of availability.
7.2 If the services to be provided by the Provider under this Agreement are defective, the Provider shall, within a reasonable period of time and upon receipt of a notice of defect, either repair the services or provide them again, at its option. When using third party software licensed by the Provider for use by the System User, the liability for defects shall consist of the procurement and installation of generally available upgrades, updates or service packs.
7.3 If the defective performance fails for reasons for which the Provider is responsible, even within a reasonable period set by the System User, the System User may reduce the agreed remuneration by a reasonable amount. The right of reduction is limited in amount to the annual remuneration attributable to the defective part of the service.
7.4 If the reduction pursuant to Section 7.3 above reaches the maximum amount specified in Section 7.3 in two consecutive months or in two months of a quarter, the System User may terminate the Agreement without notice.
7.5 The System User shall immediately notify the Provider in writing of any defects that have occurred.
7.6 The System User shall support the Provider free of charge in eliminating the defects and, in particular, provide the Provider with all necessary documents, data, etc. that the Provider requires to analyze and eliminate the defects.
7.7 The Provider is obligated to remedy defects in the contractual software without delay. When correcting defects, the Provider shall ensure that no interruption of the connection between the Provider’s server and the System User occurs, insofar as this is technically possible. The claim for damages without fault according to § 536a, 1. alt. BGB is excluded. The other obligations of the Provider pursuant to §§ 1 to 2 of this Agreement shall be governed by the warranty provisions of the service contract law (§§ 611 et seq. BGB).
7.8 The Provider is not liable for the functionality of the lines to its server, in case of power failures and in case of failures of servers that are not within its sphere of influence.
7.9 The Provider is not liable for consequential damages to the systems of the System User, which are dependent on the contractual software.
7.10 The Provider is not liable for the functionality and quality of the content that the System User or his User creates through the application itself. Before the System User makes content available online, he/she must convince himself/herself of the functionality and quality of the content by means of sufficient tests. The Provider or its vicarious agents shall not be liable for defects of any kind in the content generated using the application (e.g. PDF exports) unless the defects are due to a fault in the application itself. The System User indemnifies the Provider and its vicarious agents from liability for defective content in relation to third parties, in particular its customers.
7.11 The Provider is not responsible for contents (e.g. texts, pictures, layouts, illustrations) provided by the System User or for contents resulting from the use by third parties, especially users of the System User.
7.12 In case of slight negligence, the Provider is liable only in case of violation of essential contractual obligations (cardinal obligations) as well as in case of personal injury and in accordance with the Product Liability Act. Otherwise, the pre-contractual, contractual and non-contractual liability of the Provider is limited to intent and gross negligence, whereby this limitation of liability also applies in the event of the fault of a vicarious agent of the Provider.
7.13 For the fault of other vicarious agents, liability shall be limited to five times the monthly fee as well as to such damages as may typically be expected to occur within the scope of a Software as a Service.
7.14 Liability for data loss shall be limited to the typical recovery costs that would have been incurred if back-up copies had been made regularly and in accordance with the risk.
7.15 The Provider shall be liable without limitation for personal injury for which the Provider is responsible. In the event of damage to property for which the Provider is responsible, the Provider shall reimburse the expenses for the restoration or replacement of the items up to an amount not exceeding the order value. In the event of damage to data storage media, the obligation to pay compensation does not include the cost of replacing lost data.
7.16 The limitation of liability under 7.14 shall not apply to cases of intent, gross negligence or breach of material contractual obligations. In the event of a slightly negligent breach of material contractual obligations, however, the obligation to pay compensation shall be limited to the foreseeable damage typical for the contract.
7.17 Further claims and rights of the System User other than those expressly mentioned in this clause 7 due to defects of the contractual services do not exist, unless the Provider is liable to a greater extent due to mandatory legal regulations.
8. property rights of third parties
8.1 As far as the System User is judged in court due to the contractual use of the services provided by the Provider because of an infringement of industrial property rights and copyrights of third parties, the Provider indemnifies the System User from these claims under the following conditions:
8.1.1 the System User shall notify the Provider in writing without undue delay as soon as it has become aware of the claims asserted against it, and
8.1.2 the System User grants the Provider control over all defense measures and settlement negotiations. In particular, the System User shall not make any judicial or extrajudicial acknowledgement of claims of the third party, and 8.1.3 the System User shall reasonably support the Provider in the defense or settlement of the claims.
8.2 In addition to the indemnification obligation under the preceding clause 8.1, the Provider shall only be liable to the System User for damages due to the infringement of third party intellectual property rights if the Provider is at fault for the infringement.
8.3 The rights of the System User according to this clause 8 do not exist if the infringement of third party intellectual property rights results from the fact that the System User has
8.3.1 has made a change to the contractual services that was not approved by the Provider in writing within the scope of this Agreement or in any other way, or
8.3.2 uses the Contractual Services in a manner other than for the purpose of this Agreement, or
8.3.3 combines them with hardware or software that does not meet the requirements specified in the description “System Requirements”.
8.4 The contracting parties are aware that parts of the contractual software generate digital content. The Provider shall not assume any liability for the freedom from infringement of rights and in particular copyrights through the production or use of this content. No content may be generated that infringes the rights of third parties, in particular copyrights. Trademark. ancillary copyrights or trademark rights. No content with illegal or immoral content may be generated with the application. This includes, in particular, content that incites hatred within the meaning of Sections 130, 130a and 131 of the German Criminal Code (StGB), incites criminal acts or glorifies or trivializes violence, is sexually offensive or pornographic within the meaning of Section 184 of the German Criminal Code (StGB), and is likely to seriously endanger the morals of children or young people or impair their well-being. The Provider is not obligated to monitor the generation of content by the Application with regard to possible copyright violations or other violations of law. The System User expressly indemnifies the Provider and its vicarious agents against all possible claims, in particular copyright claims of third parties, which are based on an illegal use of the contractual software or which arise from data protection, copyright or other legal disputes associated with the use of the application. If the system user recognizes or must recognize that such an infringement is imminent, he is obligated to intervene immediately to prevent the infringement.
9 Data Protection, Secrecy and Data Security
9.1 Both contracting parties shall observe the applicable data protection regulations, in particular those valid in Germany, and shall oblige their employees employed in connection with the contract to maintain data secrecy, insofar as they are not already under a general obligation to do so.
9.2 Both contractual partners shall furthermore comply with the provisions applicable to commissioned data processing and to the data center and shall take the necessary technical and organizational measures to protect personal data within the meaning of Art. 32 DSGVO.
9.3 If the System User collects, processes or uses personal data itself or through the Provider, it warrants that it is entitled to do so in accordance with the applicable provisions, in particular the provisions of data protection law, and shall indemnify the Provider against all third-party claims in the event of a breach.
9.4 It is clarified that the System User remains “master of the data” both generally in the contractual relationship and in the sense of data protection law (Art. 28 DSGVO). The System User is solely entitled with regard to the power of disposal and ownership of all System User specific data (entered data, processed, stored data, issued data). The Provider does not carry out any control of the data and content stored for the System User with regard to a legal permissibility of the collection, processing and use; this responsibility is assumed exclusively by the System User. The Provider is only entitled to process and / or use the System User specific data exclusively according to the instructions of the System User (e.g. to comply with deletion and blocking obligations) and within the scope of this contract; in particular, the Provider is prohibited from making the System User specific data accessible to third parties in any way without the prior written consent of the System User. This also applies if a change or addition is made to the system user-specific data. On the other hand, the Provider is entitled to process and use the System User’s data within the scope of what is permissible under data protection law during the validity of this Agreement.
9.5 The System User is generally not entitled to demand access to the premises with the contractual software and other system components. This shall not affect access rights of the data protection officer of the System User after written notification for the purpose of checking compliance with the requirements pursuant to the Annex to Art. 32 DSGVO as well as the Provider’s other lawful and contractually compliant handling of personal data within the scope of the operation of the Contract Software under this Agreement.
9.6 The Contractual Partners shall use all documents, information and data which they receive for the execution of this Agreement and which are designated as confidential to them only for the execution of this Agreement and, as long as and to the extent that they have not become generally known, shall treat them confidentially. The contracting parties shall impose a corresponding obligation on their employees affected by this contract. These obligations shall remain in effect even after termination of this Agreement for a further two years, calculated from the end of the Agreement.
9.7 The Provider may subcontract, but shall impose a corresponding obligation on the subcontractors.
9.8 The Provider shall ensure the data protection security of the data entered by the System User and shall comply with the statutory provisions on data protection. In particular, the Teleservices Data Protection Act and the Federal Data Protection Act. For the free use of the contractual software, the uploaded data may be used for training purposes of the AI.
9.9 The Provider hereby informs the System User to collect, process and use personal (User) data as far as this is necessary for the execution of the Software-as-a-Service (SaaS) contract and the business transaction. The System User agrees that his (User) Data may be stored by the Provider, transmitted to third parties, deleted and blocked, to the extent necessary, taking into account the legitimate interests of the System User and the purpose of this Agreement. In this context, the data sent to smartTools for processing to the AI models is used, among other things, for training purposes of the AI. The System User has no right to retrieve this data.
9.10 Data sent to smartTools for processing will be deleted upon successful processing or after one week at the latest. Accordingly, there is no right to retrieve the data on the part of the System User.
10 Term of Contract, Termination
10.1 The term of this Agreement shall be 12 months and shall commence on the date of commencement of the Provider’s activities with respect to the installation of the Application no later than the date of the Provider’s order confirmation. Completion shall be deemed to have taken place when it is functional and available to the System User for operational use, irrespective of when the System User sets up the application administratively, irrespective of minor design changes and irrespective of the date of commencement of internal company use. The operational provision of the agreed Software as a Service (SaaS) services shall take place on this date. If the contract is not terminated in due time, it shall be extended by a further 12 months in each case, beginning with the date of the end of the previous contract term.
10.2 The contractual relationship may be terminated by either party with a notice period of 3 months to the end of the contractual term, but for the first time effective after 12 months minimum term.
10.3 The right to terminate for good cause shall remain unaffected. Good cause for termination shall exist in particular if:
10.3.1 a contracting party breaches material obligations or repeatedly breaches non-material obligations under the contract and fails to remedy the breach within a reasonable period of time even after being requested to do so by the other contracting party, or
10.3.2 one of the contracting parties cannot reasonably be expected to adhere to the contract due to force majeure, or
10.3.3 insolvency proceedings have been instituted against the assets of the other contracting party or such proceedings are imminent.
10.4 All notices of termination under this Agreement must be in writing to be effective.
10.5 In the event of termination of the contractual relationship, for whatever reason, the Parties shall be obliged to wind up the contractual relationship in an orderly manner. For this purpose, the Provider shall in particular
10.5.1 return the System User’s data stored under the Contract, at the Provider’s expense, as well as any databases created under the Contract, to the System User or to a third party designated by the System User no later than four weeks after the end of the Contract, both by means of remote data transmission and on data carriers in a form chosen by the Provider, and
10.5.2 delete the System User’s data immediately after confirmation of the successful transfer and destroy all copies made.
11.1 The Provider shall be released from the obligation to perform under this Agreement if and to the extent that the failure to perform is due to the occurrence of circumstances of force majeure after the conclusion of the Agreement.
11.2 Circumstances of force majeure include, for example, wars, strikes, riots, expropriation, storms, floods and other natural disasters as well as other circumstances for which the Provider is not responsible (in particular water ingress, power failures and interruption or destruction of data-carrying lines).
11.3 Each Party shall immediately notify the other Party in writing of the occurrence of a Force Majeure Event and shall notify the other Party in the same manner as soon as the Force Majeure Event ceases to exist.
12.1 All agreements which involve an amendment, supplement or concretization of these contractual terms and conditions as well as special representations, warranties and agreements shall be set down in writing. Guarantees shall only be qualified as warranties in the legal sense if they are expressly designated as warranties. If declarations, supplements, concretizations, assurances and / or guarantees are declared by representatives or auxiliary persons of the Provider, they shall only be binding if the Provider gives its written consent thereto.
12.2 The Provider reserves the right to modify the Contract with the consent of the System User.
12.3 The Parties may transfer the rights and obligations under this Agreement only with the prior written consent of the other Party.
12.4 The General Business and Purchase Conditions of the System User shall not apply.
12.5 The contracting parties agree with regard to all legal relationships resulting from this contractual relationship that the law of the Federal Republic of Germany shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
12.6 The exclusive place of jurisdiction for all legal disputes arising from this contract is the Provider’s registered office. However, the Provider is also entitled to sue at the seat of the System User.
12.7 If any provision of this Agreement is or becomes invalid, this shall not affect the validity of the remainder of this Agreement. The contractual partners shall be obligated, within the scope of what is reasonable and in good faith, to replace the invalid provision with a permissible provision that is equivalent to it in terms of economic success, provided that this does not result in a significant change to the content of the contract.
13. The software as SaaS solution may only be used by system users who are companies (B2B). System users who are private individuals or natural persons (B2C) may use the software as a SaaS solution, but waive all rights to which they are entitled by law as consumers. The software as SaaS solution is used at the user’s own risk and the Provider is not liable for any damage caused by its use.