General terms and conditions with customer information
1. general and scope
The following General Terms and Conditions (hereinafter referred to as "GTC") apply to all business relationships between meetergo GmbH, represented by the managing directors Dominik Rapacki and Richard Gödel, Hansaring 61, 50670 Cologne, Germany, telephone: +49 221 16 12 239, fax: +49 221 16 12 100, e-mail: email@example.com firstname.lastname@example.org ( hereinafter referred to as " Provider") and the customers (hereinafter referred to as " Customers", collectively also referred to as "Parties") of the Provider.
These GTC apply exclusively if the customer is an entrepreneur. According to § 14 BGB (German Civil Code), an entrepreneur is a natural or legal person or a partnership with legal capacity who, when concluding a legal transaction, acts in the exercise of his commercial or independent professional activity. In contrast, a consumer according to § 13 BGB is any natural person who enters into a legal transaction for purposes that can predominantly be attributed neither to his commercial nor to his independent professional activity.
Entrepreneurs within the meaning of these GTC are also authorities, corporations, institutions, foundations, legal entities under public law or a special fund under public law that act exclusively under private law when concluding the contract.
The services of the Provider are exclusively directed to entrepreneurs according to clause 2.of these GTC. The Provider may therefore require the Customer to provide the Provider with sufficient proof of its entrepreneurial status prior to the conclusion of the contract. This can be done, for example, by providing the VAT number or other suitable proof of legitimacy. The data required for the proof of legitimacy must be provided completely and truthfully by the Customer.
The General Terms and Conditions of the Provider shall apply exclusively. If the Customer uses conflicting or supplementary General Terms and Conditions, their validity is hereby rejected; they shall only become part of the contract if the Provider has expressly agreed to them.
Unless otherwise agreed, these GTC shall apply to Customers in the version valid at the time of the Customer's order or, in any case, in the version last notified to the Customer in text form as a framework agreement also for similar future contracts, without the Provider having to refer to them again in each individual case.
2. subject matter of the contract
The subject matter of the contract is the granting of the use of the Provider's "meetergo" software (hereinafter referred to as "Software") in the Customer's company via the Internet against payment and limited to the term of the contract.
The Provider also offers consulting, training or other support services (setup, support, configuration, data migration, installation, customizing, etc., hereinafter " Support Services") for the software offered by it. The content of the Support Services shall be agreed separately between the parties and shall be remunerated separately. Apart from that, support services are not subject matter of the contract.
The subject matter of the contract may be - depending on the Provider's service description - both the purchase of the software by way of a one-time delivery and the purchase of the software by way of a permanent delivery (hereinafter "Subscription Contract"). In the case of a Subscription Agreement, the Provider undertakes to provide the Customer with the contractually owed software for the duration of the agreed contract term at the contractually owed time intervals.
3. services of the provider
The Provider grants the Customer the use of the latest version of the Software for the agreed number of Authorized Users via the Internet by means of access through a browser.
The Provider warrants the functionality and availability of the Software for the duration of the contractual relationship and shall maintain it in a condition suitable for use in accordance with the contract.
The Customer may increase or decrease the number of authorized users of the Software as required in accordance with the conditions specified in the current price list.
Furthermore, the Provider shall provide the Customer with user documentation in electronic form after conclusion of the contract. The user documentation can also be viewed at any time during use of the software and can be downloaded in a common format.
The Provider may update and further develop the software at any time and, in particular, adapt it due to a changed legal situation, technical developments or to improve IT security. In doing so, the Provider shall give due consideration to the legitimate interests of the Customer and inform the Customer in good time of any necessary updates. In the event of a significant impairment of the Customer's legitimate interests, the Customer shall have a special right of termination.
The Provider does not owe any adaptation to the individual needs or IT environment of the Customer, unless the parties have agreed otherwise.
The Provider shall regularly perform maintenance on the Software and inform the Customer thereof in due time. Maintenance shall be performed regularly outside the Customer's usual business hours, unless due to compelling reasons maintenance must be performed at a different time.
The Provider shall take backups in accordance with the state of the art to protect the data. However, the Provider shall not be subject to any custodial or safekeeping obligations with regard to the data. The customer is responsible for a sufficient backup of the data.
If the use of the Software is offered via mobile applications (hereinafter "Apps"), the use of the Apps is subject to its own terms and conditions, which are agreed upon by the Customer's consent when downloading the mobile application.
The software may contain links to third-party web services or services of third-party providers. These GTC do not apply to such services that are not provided by the Provider but by a third-party provider on their websites, even if this is done free of charge and/or registration with the Provider is required for their use. For these services, the General Terms and Conditions provided by the third-party provider prior to the use of the services or the legal provisions in the relationship between the customer and the third-party provider apply exclusively. In this respect, the Provider merely mediates the technical access to these services.
The customer remains the owner of the data stored on the provider's servers and can demand their return at any time.
Customers have the option to test the software free of charge for a period of 14 days after successful registration. During the test period, the customer checks whether the software meets his requirements. The scope of functions of the software is limited during the test period with regard to the functions. Further information on the limitations of the scope of services during the test period can be obtained by the customer from the respective service description of the provider. The trial period ends automatically without the need for termination by the Customer. The Customer will be downgraded to a free account at the end of the trial period. The Provider shall not provide any support during the test period in accordance with the provisions of these General Terms and Conditions. Furthermore, no troubleshooting according to clause 7. or warranty according to clause 10. of these GTC will be offered during the trial period.
4 Conclusion of contract and contract language
The presentation and advertising of the software described in the Provider's online store do not constitute a binding offer on the part of the Provider to conclude a contract, but an invitation to the Customer to place a binding order for the Provider's software.
by sending the customer an order confirmation in writing or text form (e.g. by letter, e-mail or fax) and the decisive point in time is the receipt of the order confirmation by the customer, or
by requesting the customer to pay after placing his order, or
by executing the payment transaction through the payment service provider selected by the customer in his order. In this case, the point in time of the conclusion of the contract shall be determined by the respective payment method selected in accordance with Section 9.4.
If several of the aforementioned alternatives exist, the alternative that occurred first shall be decisive for the conclusion of the contract. If the Provider does not accept the Customer's offer within the aforementioned period, this shall be deemed a rejection of the offer and the Customer shall no longer be bound by its declaration of intent.
The Provider stores the text of the contract, including the General Terms and Conditions, upon conclusion of the contract, in compliance with data protection laws, and sends them to the Customer in writing or text form (by letter or e-mail) after the Customer has sent his order. The Provider shall not make the text of the contract accessible beyond this. The Customer can view the text of the contract in his user account on the Provider's website, provided that the Customer has set up a customer account before sending the order. The order data is stored in the Provider's system and can be viewed and retrieved by the Customer using its access data in the password-protected customer account.
The Provider may also provide the text of the contract, including the GTC, by referring to an online source (e.g. by link).
The contract is concluded in German and English.
The Customer shall ensure that the e-mail address provided by it for order processing is accurate, so that e-mails sent by the Provider can be received at this address. In particular, when using SPAM filters, the Customer must ensure that all e-mails sent by the Provider or by third parties commissioned by the Provider to process the order can be delivered.
Insofar as the parties have agreed special conditions, these shall not apply in principle to contractual relationships with the customer that are running at the same time or in the future.
5. rights of use
A physical transfer of the software to the customer does not take place.
The Customer shall be granted simple, i.e. non-sublicensable and non-transferable rights to use the Software by means of access via a browser in accordance with the following provisions for the most current version of the Software for the number of users specified in the contract.
The customer may only use the software within the scope of its own business activities by its own personnel. The customer is not permitted to use the software for any other purpose.
The Provider shall set up a support service for Customer inquiries regarding the functions of the Software. Unless another support service is agreed between the parties, requests can be made via the interface provided in the App, by telephone, e-mail or live chat function in the period Monday to Friday 09:00 - 18:00 (excluding public holidays at the Provider's registered office). Requests are processed in the chronological order in which they are received.
7. service levels and troubleshooting
The Provider's software is offered subject to availability. Availability shall be deemed to be the Customer's ability to use all main functions of the software. Maintenance times as well as times of malfunction, availability restriction and availability failure (hereinafter referred to as "malfunctions") in compliance with the remedy time shall be considered times of availability of the software. Times of insignificant malfunctions shall not be taken into account in the calculation of availability. The Provider's measuring instruments in the data center shall be decisive for the proof of availability.
An availability of the software at 100% is technically not realizable and can therefore not be guaranteed to the customer. The software is available to the customer for an unlimited period of time at a minimum of 99% per month. The Provider shall endeavor to keep the software available as constantly as possible. In particular, maintenance, security or capacity concerns, as well as events beyond the control of the Provider (disruptions of public communication networks, power outages, hosting failures, hacking attacks, failures of telecommunications lines from the point of transfer to the Internet, etc.), can lead to disruptions or temporary shutdown of the software and are not counted towards the availability minimum. The availability is calculated on the basis of the time allotted to the respective calendar month in the contract period minus the maintenance times.
When determining availability, downtimes are not taken into account which are
the Provider is not responsible for, in particular impairments based on failures and/or malfunctions of technical systems and/or network components outside the Provider's area of responsibility (IT attacks, improper use of the software by the Customer, incorrect specifications by the manufacturer, etc.);
are maintenance work agreed with the Customer or unforeseen maintenance work required for which the Provider is not responsible.
Malfunctions in the use of the software must be reported to the Provider immediately. Troubleshooting is guaranteed on weekdays (except for Saturdays or public holidays recognized at the Provider's place of business) at the times indicated on the Provider's website (support).
Disorders are divided into the following categories:
Category 1 (very high priority): Malfunctions lead to a failure of the entire system or significant parts of it. The use of the entire system or significant parts of it is completely or almost completely excluded. Customer's operations are so impaired that immediate remedy is essential. Provider shall respond within one (1) hour of receipt of Customer's notice of the Malfunction.
Category 2 (higher priority): Malfunctions impair system use to such an extent that meaningful system use is not possible or is possible only with disproportionate effort. The Provider shall respond within two (2) hours after receipt of the Customer's fault report.
Category 3 (normal priority): Other faults that do not or only insignificantly affect system usage. The Provider shall respond within one (1) business day after receiving the Customer's fault report.
The reaction period begins with the receipt of the fault report by the Provider. It is met if the customer is informed of the Provider's initial problem assessment within the aforementioned time periods. The Provider eliminates malfunctions
category 1 within 24 hours
category 2 within 48 hours, and
Category 3 within ten (10) days of receipt of the trouble report.
The elimination of insignificant disruptions is at the discretion of the provider.
It is at the Provider's dutiful discretion which means it uses to eliminate a malfunction. If a fault cannot be successfully eliminated within the aforementioned time periods, the Provider shall immediately inform the Customer of the additional time required to eliminate the fault.
8. obligations of the customer
The customer is obliged to create the technical requirements for the use of the software.
The customer shall protect the access data transmitted to it against access by third parties and keep it safe in accordance with the state of the art. The customer shall ensure that use only occurs to the contractually agreed extent. The Provider shall be notified immediately of any unauthorized access.
The customer is obligated not to store any data or content on the storage space provided, the use of which violates applicable law, official orders, third-party rights or agreements with third parties.
The customer shall check the data for viruses or other harmful components before storing them or using them in the software and shall use state of the art measures (e.g. virus protection programs) for this purpose.
The customer is responsible for regularly making appropriate data backups.
9. prices and terms of payment
Unless otherwise stated in the Provider's offer, the remuneration stated is a total price. The Customer undertakes to pay the Provider the agreed monthly remuneration for the provision of the software. Unless otherwise agreed, the remuneration is based on the Provider's price list valid at the time of the conclusion of the contract. The stated remuneration is in EURO and is a net price plus the statutory value added tax applicable on the day of invoicing.
The Provider reserves the right to adjust the remuneration to maintain the price-performance ratio at its reasonable discretion in order to be able to react appropriately in the future to cost increases or decreases and thus changing cost situations that cannot be compensated in any other way. The cost elements or adjustment benchmarks to be taken into account for the adjustment may be the modification, expansion and/or adaptation of the contractual usage options of the Provider's SaaS services, administrative and overhead costs (rent, financing and transaction costs, personnel and service provider costs, energy and Internet access costs, IT development costs, etc.) as well as government-imposed taxes, fees, contributions and other levies. All adjustments to the remuneration shall apply one (1) month after notification. The Customer's right of termination in accordance with Section 4.of these GTCs shall remain unaffected.
The customer is obligated not to store any data or content on the storage space provided, the use of which violates applicable law, official orders, third-party rights or agreements with third parties.
Objections to the billing of the services provided by the Provider must be raised by the Customer in writing to the office indicated on the invoice within a period of 14 days after receipt of the invoice. After the expiry of the aforementioned period, the invoice shall be deemed approved by the Customer. The Provider shall specifically draw the Customer's attention to the significance of his actions when sending the invoice.
The customer may pay the remuneration by the following method(s) of payment at his option:
Within the framework of the "Stripe" payment service, the Provider offers the Customer various payment methods via the payment service provider Stripe Payments Europe Ltd, 1 Grand Canal Street Lower, Grand Canal Dock, Dublin, Ireland (hereinafter "Stripe"). The individual payment methods offered via Stripe will be communicated to the Customer on the Provider's website. Stripe may use other payment services for payment processing, for which special payment conditions may apply, which may be pointed out to the customer separately. Customer can obtain further information at stripe.com/en/payments/payment-methods-guide#payment-methods or stripe.com/payment-terms/legal.
Upon expiry of the aforementioned payment deadline, the customer shall be in default. During the period of default, the outstanding remuneration shall be subject to interest at the applicable statutory default interest rate. The Provider reserves the right to claim further damages caused by default (e.g. reasonable costs of necessary legal defense including all court and attorney fees, costs for reminder proceedings or collection). With respect to merchants, the Provider's claim to the commercial due date interest rate (§ 353 HGB) shall remain unaffected. In the event of overdue receivables, incoming payments from the customer shall first be credited against any costs and interest and then against the oldest receivable.
The customer is only entitled to set-off rights if his counterclaims have been legally established or are undisputed and mutually related to the Provider's main claim or have been recognized by the Provider.
A right of retention of the customer is excluded, unless the counterclaim of the customer originates from the same contractual relationship and is undisputed or legally established. To assert the right, a written notification to the Provider is required.
If, after conclusion of the contract, it becomes apparent (e.g. by filing for insolvency proceedings) that the Provider's claim to remuneration is jeopardized by the Customer's lack of ability to pay, the Provider shall be entitled to refuse performance in accordance with the statutory provisions and - if necessary after setting a deadline - to withdraw from the contract (Section 321 of the German Civil Code).
10. liability for defects
With regard to the granting of the use of the software, the warranty provisions of the tenancy law (§§ 535 et seq. BGB) shall apply.
The Customer shall notify the Provider of any defects without undue delay.
The Provider's warranty is excluded if the functional and operational readiness is only insignificantly impaired. The strict liability according to § 536a para. 1 BGB for defects that already existed at the time of conclusion of the contract is excluded.
11 Liability for damages and indemnification
With regard to the services provided by the Provider, the Provider, its legal representatives and vicarious agents shall be liable without restriction
in the event of intent or gross negligence,
in the event of intentional or negligent injury to life, limb or health,
in the case of warranty promises, insofar as this is agreed between the parties,
in the event of intentional or negligent injury to life, limb or health,
insofar as the scope of application of the Product Liability Act is opened.
In the event of a breach of material contractual obligations, liability for ordinary negligence shall be limited to the foreseeable damage typical for the contract, unless liability is unlimited pursuant to Section 1. Material contractual obligations are those obligations which the contract imposes on the Provider according to its content in order to achieve the purpose of the contract, the fulfillment of which makes the proper execution of the contract possible in the first place and on the observance of which the Customer may regularly rely (so-called cardinal obligations).
In the case of slight negligence, liability is limited to the amount of the foreseeable damage, the occurrence of which must typically be expected. In the case of financial loss, liability is limited to 3 times the maximum sum insured per insurance year (currently EUR 300,000.00). To this extent, insurance coverage exists within the scope of a media liability insurance.
In all other respects, any liability on the part of the Provider is excluded.
The Provider warrants that the Software does not infringe any third-party rights. The Provider shall indemnify the Customer against all claims of third parties due to infringements of property rights for which the Provider is responsible in connection with the contractual use of the Software upon first request and shall reimburse the Customer for the costs of an appropriate legal prosecution. The Customer shall inform the Provider without delay of any claims asserted against it by third parties on the basis of the contractual use of the Software and shall grant the Provider all necessary powers of attorney and authority to defend the claims.
The Customer warrants that the content and data stored on the Provider's servers, as well as its use and provision by the Provider, do not violate applicable law, official orders, third-party rights or agreements with third parties. The Customer shall indemnify the Provider against claims asserted by third parties on the basis of a violation of this clause upon first request and reimburse the Provider for the costs of reasonable legal action. The Customer shall inform the Provider immediately if third parties assert claims against the Provider that fall under the above indemnification obligation. The Customer is obligated to immediately provide the Provider with all information available to him regarding the matter in question completely, truthfully and without delay in written or text form (by letter or e-mail). Any claims of the Provider that go beyond this shall remain unaffected.
12. contract term and termination for contracts
The contract term begins upon conclusion of the contract. The customer can choose between a monthly and annual contract term in the order process.
If the customer opts for a monthly contract term, the contract term of contracts shall be one (1) month beginning with the conclusion of the contract. Unless a different renewal period is specified or otherwise agreed in the Provider's respective service description, the contract shall be automatically renewed for one (1) additional month unless effectively terminated. The contract may be terminated at any time during the minimum term to the end of the minimum term.
If the customer opts for an annual contract term, the contract term of contracts shall be twelve (12) months beginning with the conclusion of the contract. Unless a different renewal period is specified or otherwise agreed in the Provider's respective service description, the contract shall be automatically renewed for twelve (12) additional months unless it has been validly terminated. The contract may be terminated at any time during the minimum term as of the end of the minimum term.
The fee for contracts shall be due for payment in advance at the beginning of each contractually owed time interval.
The customer is obliged to keep his data (especially billing data) always up to date and in case of changes to update his data himself or to notify the provider.
The right of each party to terminate the contract in whole or in part - without observing a period of notice - within a reasonable period of time from knowledge of the reason for termination, if there is good cause, shall remain unaffected. Good cause shall be deemed to exist if facts exist on the basis of which the party giving notice of termination, taking into account all circumstances of the individual case and weighing the interests of the contracting parties, can no longer reasonably be expected to continue the contract. If the good cause consists of the breach of a contractual obligation, the termination shall only be permissible after the unsuccessful expiry of a deadline set for remedial action or after an unsuccessful warning, unless a notice of termination has been given in accordance with Section 314 in conjunction with Section 323 (2) BGB. § Section 323 (2) of the German Civil Code (BGB). In the event of termination for cause, the Provider shall be entitled to remuneration for the services provided under the Agreement up to the effective date of termination. However, the remuneration shall not apply to those services for which the customer demonstrates that they are of no interest to him due to the termination.
The customer's user account will be deleted after termination of the contract. The customer is obliged to back up the data himself. However, the Provider shall provide the Customer with reasonable support in retransferring or backing up the data at its own expense after termination of the contract. The Provider will irretrievably delete all Customer data remaining on its servers 30 days after termination of the contract. There are no rights of retention or lien on the data in favor of the Provider.
Contracts can be terminated in writing or text form (e.g. by e-mail or by letter) or in the user account.
13. data protection and secrecy
The parties shall comply with the applicable data protection provisions applicable to them in each case.
If and to the extent that the Provider has access to personal data of the Customer within the scope of the provision of services, the Parties shall conclude a corresponding order processing agreement prior to the start of the processing. In this case, the Provider shall process the relevant personal data solely in accordance with these provisions and the Customer's instructions.
The Provider undertakes to maintain confidentiality about all confidential information (including business secrets) that it learns in connection with this Agreement and its performance and not to disclose, pass on or otherwise use such information to third parties. Confidential information is information which is marked as confidential or the confidentiality of which is evident from the circumstances, irrespective of whether it has been communicated in written, electronic, embodied or oral form. The confidentiality obligation does not apply if the Provider is obligated to disclose the confidential information by law or by virtue of a final or legally binding decision of an authority or court. The Provider undertakes to agree with all employees and subcontractors on a provision similar in content to the preceding paragraph.
14. amendment of the GTC
The Provider reserves the right to change these GTC at any time without giving reasons, unless this is not reasonable for the Customer. The Provider will notify the Customer of changes to the GTC in text form in a timely manner. If the Customer does not object to the validity of the new GTC within a period of four (4) weeks after notification, the amended GTC shall be deemed accepted by the Customer. In the notification, the Provider shall inform the Customer of his right to object and the significance of the objection period. If the Customer objects to the amendments within the aforementioned period, the contractual relationship shall continue to exist under the original GTC.
Furthermore, the Provider reserves the right to change these GTC,
insofar as the Provider is obliged to do so due to a change in the legal situation;
insofar as the Provider thereby complies with a court judgment or an official decision directed against it;
insofar as the Provider introduces additional, entirely new services, services or service elements that require a service description in the GTC, unless the existing contractual relationship is adversely changed as a result;
if the change is merely beneficial to the customer; or
if the change is purely technical or procedural, unless it has a significant impact on the customer.
The parties' right of termination shall remain unaffected.
15. final provisions
These GTC and the contractual relationship between the parties shall be governed by the laws of the Federal Republic of Germany, excluding international uniform law, in particular the UN Convention on Contracts for the International Sale of Goods.
An assignment by the customer of claims arising from the contract concluded between the parties, in particular an assignment of any claims for defects by the customer, is excluded.
If the Customer is a merchant within the meaning of the German Commercial Code (Handelsgesetzbuch), an entrepreneur within the meaning of § 14 of the German Civil Code (Bürgerliches Gesetzbuch), a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction - including international jurisdiction - for all disputes arising directly or indirectly from the contractual relationship shall be the Provider's place of business. In all cases, the Provider is also entitled to bring an action at the place of performance of the service obligation according to these GTC or a prior individual agreement or at the general place of jurisdiction of the Customer. Overriding statutory provisions, in particular regarding exclusive jurisdiction, shall remain unaffected.