General Terms and Conditions of succevo
1.1. Validity
Succevo GmbH and its affiliate companies, hereinafter referred to as the “Provider”, provides services exclusively in accordance with these General Terms and Conditions. The “Customer” is an individual or entity that wishes to make use of the Services of the Provider by either opening the download package of the Services, clicking the “Agree” button, submitting an application or order, or in any other way obtaining access to the Provider’s Services. The validity and application of any other general terms and conditions / conditions of purchase of the Customer is expressly excluded.
1.2 Definitions
a) "Authorized User" means Customer's employees, consultants, contractors, and agents (i) who are authorized byCustomer to access and use the Services under the rights granted to Customer pursuant to this Agreement and (ii) for whom access to the Services has been purchased hereunder.
b) "Contract" means any agreement between Provider and Customer related to any Service which incorporates these General Terms and Conditions.
c) "Customer Data" means information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or an Authorized User through the Services.
d) "Individual Services" means consulting, development, design, implementation and training services offered by Provider as specifically requested by or designed for an individual Customer, whether related to any Product or as stand-alone service.
e) "Intellectual Property Rights" means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any invention, patent, copyright, trademark, design, trade secret, database protection, or other intellectual property rights, and all similar or equivalent rights or forms of protection in immaterial assets, in any part of the world.
f) "Party(ies)" means the Provider and the Customer as parties to a specific Contract.
g) “Product(s)” means the software-as-a-service (SaaS) offering – Meetingbox© comprising (inter alia) Project WorkflowManagement (PWM), Event Management (EM), Mobile Event Applications (MEA) and Meetingbox.TV (Virtual Events)as well as any and all stand-alone software applications, regardless if mobile or not, as well as any application integrated in the SaaS solutions of Provider.
h) "Service(s)" means Products and/or Individual Services.
i) “Terms and Conditions” means these General Terms and Conditions or any applicable part thereof.
2. Scope of application and subject matter
2.1 These Terms and Conditions apply to all types of Services which are subject matter of a Contract between Provider andCustomer and to all offers for such Services issued by Provider. All terms applying to the continuous provision and performance of Services rendered shall apply mutatis mutandis to stand-alone and/or single-performance Services unless otherwise required by the context.
2.2 All offers of the Provider are non-binding, unless explicitly stated otherwise in the offer. The Provider reserves the right to make minor technical deviations from the offers even after acceptance of the offer by the Customer.
3. Contents of Services and Obligations of the Parties
3.1 The Provider is bound to provide an externally hosted software application for use by the Customer and its authorized Users, which are specified in the individual Contract, as well as the monitoring of such software application. The obligation to provide the Services is effectuated after the payment of the first installment agreed in the Contract is received.
3.2 The Provider is not obliged to repair errors that have arisen due to source code refactoring, virus attack, or other malware on the computer system of the Customer.
3.3 The Customer shall create and maintain, at its own expense and responsibility, the technical requirements of Internet access and the possibility for remote maintenance and access.
3.4 The Provider is not responsible if the Customer's services, systems, applications, etc. are violating applicable laws, official regulations or requirements, compliance regulations, ISO standards, etc. The compliance thereto is solely Customer’s responsibility.
3.5 Individual extension and adaptation of the functionalities of any Product and/or any Individual Services must be expressly agreed and are not included in the standard scope of Provider's services and in its standard order form.
3.6 Except as expressly agreed in writing, Provider does not make any guarantees (i.e. “Garantie” within the meaning of sections 311 or 434 BGB) for or with respect to certain characteristics or properties of any Service.
In no event does the scope of any Services include the provision of legal or tax advice. The Customer shall be solely responsible for clarifying and defining the legal, fiscal and regulatory requirements.
3.7 Contractually committed delivery dates and performance deadlines are binding only if they have been expressly designated as binding in the Contract or otherwise by the Provider in writing.
3.8 During the Contract period, access to the Product is available to the Customer seven days a week / 24 hours a day with an average availability of 99.9999% (measured on an annual basis) at the handover point, except for required downtime for maintenance and software updates. Handover point is the output from the router in the computer center used by theProvider.
3.9 The continuous development of adaptations and patches for the software is an essential component of the Services. These include, but are not limited to: optimization of the software and its adaptation to the technical progress and to the ever-changing software and cyber security requirements. As part of the further development of the Products some sub-functions could be changed or eliminated, which shall have no impact on the subject matter and validity of the Contract and shallnot be considered as an error or defect as long as the achievement of the Contract purpose for the Customer is not jeopardized.
3.10 Except as expressly otherwise agreed in a Contract, the performance of Individual Services by Provider shall be subject to the legal provisions on service agreements pursuant to Sections 611 et seq. of the German Civil Code (BGB).
4. Customer Support Hotline
As far as the use of a hotline is expressly agreed, the Provider shall provide the Customer with a Customer Support Hotline for fault reports within the scope of normal business hours, as agreed in the Order Form. The Customer Support Hotline is reached via a ticket system, which will be made available to the Customer upon completion of the Contract unless otherwise agreed. The Customer may also be provided with an emergency telephone number, if specifically agreed. TheCustomer is aware that such hotline will also be made available to other customers. Only technical faults (system non-availability, errors in code (bugs) etc.) are to be reported to, and will be resolved by the hotline. The Customer shall designate an authorized person to be entitled to submit inquiries (tickets) to the hotline. The designation shall be made apparent in the Contract. If the person should be changed, this must be notified in writing with a notice period of at least 14 days.
5. Rights of use
5.1 The Customer receives the non-exclusive, non-transferable and not sub-licensable right of use, limited to the Contract period or such other period of use as expressly agreed, to access the software functionality of the agreed Product viaInternet. Any further rights (such as copyright, patent rights, trademark rights, design rights, etc.) are explicitly not granted to the Customer.
5.2 The software (the program, including any electronic manuals and descriptions) of the Product is protected by copyright. The copyright, patent rights, trademark rights, design rights and all other ancillary rights and other IntellectualProperty Rights to the software as well as to any other items, which the Provider makes available to the Customer within the scope of contract initiation and execution, belong exclusively to the authors, manufacturers and designers of theProducts and their assigns. The Provider holds the appropriate rights of use and authorizations in order to grant the limited right of use to Customer as set out in Section 5.1 above.
5.3 The Customer is not authorized to use the software or the design of the Product beyond the time-limited use permitted in the Contract, or to allow its use by third parties or to make it accessible to third parties. The Customer is not permitted to reproduce, sell, make publicly available, modify or refactor the software or any parts of it, or to provide the software or parts thereof for a limited or unlimited period of time to others, especially to rent it or lend it out, nor is the Customer allowed to copy the design of the licensed Product. The permitted users designated by Customer and consented by Provider are not considered as third parties for the purposes of this Section 5, provided however that the Customer shall ensure that such permitted users shall adhere to the limitations of use provided for in the Contract and these Terms and Conditions.
5.4 For each case in which the Customer culpably allows the use on part of third parties, the Customer shall in each case pay compensation in the amount of the remuneration, which would be due in the case of the conclusion of a contract for a regular period of a minimum of 2 years considered as minimum contract period in the highest level of compensation for a single user for the relevant Product. The provision of evidence that no or less damage has been suffered remains available to the Customer. The Provider remains entitled to claim indemnity for any further losses and damages.
5.5 The Customer is not entitled to decompile, reverse engineer, disassemble, reproduce or use any part of the software to create a separate application or to have that action performed by third parties, unless to the extent this is permitted by applicable copyright law.
5.6 The Customer undertakes to provide the Provider, upon request, with all documents and other information that Customer may possess which are useful for the Provider to assert claims against third parties, in particular, to notify the Provider about the company name and name and headquarters/address of the third party.
5.7 With respect to results created by Provider for the Customer during the performance of Individual Services (“Results”),Provider grants the Customer a non-exclusive, non-transferable, not sub licensable, perpetual fully paid-up and royalty-free license to use such Results in Germany or any other territory identified specifically in the Contract for Customer's internal business purposes. Regarding any pre-existing Intellectual Property Rights, software, know-how, methods, materials or solutions of Provider, including any improvements or modifications thereof obtained during the Services(“Provider Assets”), Provider reserves all right, claim and interest in and to any such Provider Assets. Customer may use any Provider Assets that are included in the Results only to the extent necessary for the contractually agreed use of theResults. For the avoidance of doubt, and unless expressly otherwise agreed in an individual Contract, the Provider shall remain entitled to use the Results for commercial purposes, including for other customers.
5.8 In the event of material breaches of the Customer's obligations under the legal relationship established by the Contract, as well as in case of repeated violations, the Provider shall be entitled, at its discretion, to suspend the use of the service subject matter of the Contract, in whole or in part, and to cancel the contractual relationship for cause and without advance notice. The Provider is entitled to invoice to the Customer all the costs incurred by the Provider as a result of the measures mentioned above at the prices valid in each case for the Provider. If the Customer is legally responsible for any such breach or violation, he is obliged to compensate the Provider additionally for all damage resulting here from.
6. Training
At the request of the Customer, the Provider will carry out additional training of the Customer's employees with regard to the Services specified in the Contract by taking into account the Services used by the Customer. Such training requires the express agreement between the Customer and the Provider. The details shall be separately agreed in a training contract.
7. Use of subcontractors
The Provider may provide its Services through subcontractors. The use of subcontractors does not relieve the Provider of responsibility for the performance of the obligations under this contract.
8. Customer's obligation to cooperate
8.1 The Customer undertakes to inform its users in good time prior to the start of use of the rights and obligations under theseTerms and Conditions, including about any additional agreements that may have been concluded. The Customer is liable for all breaches of duty committed by its users as well as by other third parties who commit breaches of duty in the sphere controlled by the Customer, unless he proves that he is not responsible for said breaches.
8.2 The Customer shall hold the Provider and its vicarious agents free and harmless from and against all claims of third parties which are based on the unlawful use of any Product by the Customer and the Services related hereto, or which result from his approval, or which result in particular from copyright infringements or other legal disputes connected with such use of the Products and Services. If the Customer recognizes or should have recognized without negligence that a violation is possible and to be expected, he is obliged to inform the Provider immediately in writing.
8.3 Personal Access Details (key word and password) may not be passed on to third parties and must be kept secure fromaccess by third parties. In particular, they must be kept safe before the initial startup / use and changed at regularintervals. If there is any reason to suspect that unauthorized persons have become aware of the access data / usage data, the Customer must immediately change it and inform Provider in writing.
8.4 The Customer ensures that the Services and Products are not misused, misappropriated or used for illicite or illegal purposes and that the permitted users do not introduce any virus, trojan horses or malware into the Services. In particular it is inadmissible to transmit information with illegal or inappropriate/immoral content or to make it available on the Internet or any other network or to refer (by use of cyberlinks or otherwise) to such information through the use of any Service. In particular, this includes information within the meaning of §§ 130, 130a and 131 of the German Penal Code (StGB), which could lead to sedition, which promotes criminal offences, glorifies violence, is sexually offensive within the meaning of §184 German Penal Code, is pornographic, is suitable to endanger children or adolescents, or could endanger their well-being, or could damage the reputation of the Provider and its partners. The provisions of the German Youth MediaProtection Interstate Treaty (Jugendmedienschutz-Staatsvertrag) and of the Youth Protection Act (Jugendschutzgesetz)must be observed. The Customer ensures that user-generated content does not violate the provisions set out in the previous sentences. The Customer observes and shall procure that the permitted users observe all copyrights as well as trademarks, patent, name and trademark rights, as well as all other Intellectual Property Rights and personal rights of third parties. Incase any of the aforementioned obligations is violated or appears to be violated in the reasonable opinion of the Provider, the Provider is entitled (i) to immediately suspend the Services and/or deny access of the Customer to the Services, (ii) to remove harmful code or illegal/inappropriate/immoral contents from the Services, or (iii) to cancel the Contract without incurring into any liability towards the Customer.
9. Warranty
If the Provider has provided warranty coverage to specific part or functionality of the Services, the following applies:
9.1 The Customer must immediately notify the Provider of any defect, error or malfunction or any other warranty claim or damage.
9.2 The limitation period for warranty claims is limited to one (1) year after (i) the first day of access to the relevant Productor (ii) the completion of the relevant Individual Services.
9.3 The elimination of defects is carried out by free repair. For the purpose, the Provider must be granted a reasonable period of time. With the consent of the Customer, the Provider may replace the software in whole or in part for the purpose of defect remedy. The Customer can not withhold his consent unreasonably.
9.4 A termination for good cause on part of the Customer based on § 543 para 2 S. 1 No. 1 of the German Civil Code (BGB)for any failure to provide the possibility to use the Services in accordance with the contractual agreements is only permitted if the Provider has been given sufficient opportunity to remedy the defect and such remediation has finally failed. A failure to remedy the defect can only be assumed if it is impossible (not remediable defect) or if it is refused by the Provider, or is delayed in an unreasonable manner, or the Provider has made at least two futile intents to remedy the defect, or if there is justified doubt with respect to the prospects of success or if for other reasons the remediation is not reasonably acceptable for the Customer.
9.5 The rights of the Customer due to defects are excluded insofar as he has made unauthorized changes to the Services, unless these changes had no influence on the occurrence of the error.
10. Data privacy, data security and secrecy
10.1 Both Parties undertake to comply with all applicable data protection and privacy laws and regulations, in particular theGerman Data Protection Act (Bundesdatenschutzgesetz) and the Regulation (EU) 2016/679 (General Data ProtectionRegulation or “GDPR”) (together “Data Protection Laws”), and to obligate their employees involved in the performance of the Contract to secrecy of data according to such Data Protection Laws, to the extent they are not already generally obliged accordingly by operation of law.
10.2 If the Customer alone or through the Provider collects, processes or uses personal data, he is responsible for ensuring that he is entitled to do so in accordance with the applicable provisions, especially the ones of data protection legislation and, in the event of breach, he shall indemnify the Provider and its vicarious against against claims of third parties.
10.3 It is made clear that the Customer remains the "master of the data" both generally in the relationship based on the order and in the sense of the data protection legislation (§ 62 of the German Data Protection Act and Chapter IV of theGDPR. For this purpose, the Parties agree to enter into a separate Data Processing Agreement (“DPA”) if and when the processing of personal data on behalf of the Customer forms part of the Services of the Provider. The Customer is the sole proprietor of all Customer-specific data (entered data, processed, stored data, issued data) with regard to the power of disposal and ownership. The Provider does not take any control over the data and contents stored for the Customer regarding a legal admissibility of the collection, processing and use; the Customer shall be the only responsible forthat. The Provider is only entitled to process and / or use the Customer-specific data exclusively according to the instructions of the Customer (e.g. to comply with deletion and blocking obligations) and within the scope of the Contract and the DPA, if applicable; in particular, the Provider is prohibited to make the Customer-specific data accessible to third parties in any way without the prior written consent of the Customer. This also applies if and insofar as a change or addition or other processing of Customer-specific data takes place. On the other hand, the Provider is entitled to process and use the data of the Customer during the validity of the Contract (e.g. billing data for the purpose of billing services to theCustomer) within the permissible under the framework of the Data Protection Laws.
10.4 The Provider takes the technical and organizational security precautions and measures according to the General DataProtection Regulation and the DPA, if applicable. The Customer is not authorized to access the premises holding the software application, server and operating software as well as other system components of any Product. This does not affect the access rights provided for the benefit of Customer in the DPA.
10.5 The Parties shall in good faith negotiate and enter into a customary confidentiality agreement in order to protect confidential information of each Party that will be exchanged in the course of the Services.
10.6 The Provider is entitled to disclose its business relationship with the Customer and/or the fact that Provider has carried out projects for the Customer to third parties in its marketing materials, its website and other online publications such as social media platforms, including the name and the logo of the Customer as reference to such business relationship and/or projects.
11. Acceptance
If, contrary to expectations of the Parties, an acceptance is required for Individual Services, the Provider shall notify theCustomer, at its own discretion by telephone, via e-mail or make written notification that the ordered Service is ready for acceptance. If the Customer does not declare acceptance three weeks after completion of the Service and in the meantime has not reported to the Provider any significant defects, the Service is considered accepted, and all subsequent services required by the Customer to make the Product or Service useable will be made available only upon agreement of a change order or of an additional Contract. The acceptance also takes place immediately in case the Customer uses the Services without declaring that the use was significantly reduced. This also applies if the Provider had not asked the Customer for acceptance prior to such use.
Acceptance of single-use Products takes place immediately upon use of such Services.
12. Terms of payment
12.1 The Customer pays the Provider the remuneration agreed in the Contract for the Services. The amounts stated in theContract are net prices plus the taxes and levies payable at the time of the service provision.
12.2 The agreed remuneration for licences services will be invoiced annually in advance, unless agreed otherwise in the OrderForm.
12.3 In addition, Customer shall reimburse Provider for all reasonable travel and out-of-pocket expenses incurred by Provider in connection with the performance of Individual Services as soon as they occur.
12.4 In case of default (late payment), the Provider charges default interest in the amount of 9 percentage points above the respective base interest rate pursuant to Section 247 of the German Civil Code. The assertion of further damage remains reserved.
12.5 Invoiced amounts are payable not later than on the 10th day after receipt of the relevant invoice unless stipulated otherwise in the Contract.
13. Default
13.1 In the event of delayed payment the Provider is entitled to discontinue the Service at the expense of the Customer. TheCustomer remains obliged to pay the remuneration. The Provider will provide a warning after two weeks of delay, and is entitled to terminate the Service after 4 weeks of delay
14. Insolvency/ Bankruptcy
The Customer must notify the Provider immediately if he has applied for the opening of insolvency proceedings or intends to do so within the next 14 calendar days, about the opening of insolvency proceedings by third parties, if he has to cease payments due to financial difficulties, if measures to satisfy third-party creditors have been taken against him, or if he has agreed to settle third-party creditors' claims in connection with payment difficulties. If one of the aforementioned case sexists, the Provider may terminate the contract extraordinarily without advance notice.
15. Force Majeure
The Provider is not obligated to fulfil the contractual obligation in case of and for the duration of any impossibility or obstacle to perform his obligations due to any circumstances beyond his control (“Force Majeure”). In particular, the following circumstances are to be considered as Force Majeure in this sense:
Fire, explosion, flooding;
War, acts of terror, social unrest, mutiny, blockade, embargo, strikes, industry-wide lock-outs or other labor disputes not caused by any fault of the Provider;
Lack of energy supply or technical problems of the Internet not influenced by either of the Parties.
The Provider will inform the Customer about the occurrence of any event of Force Majeure without undue delay in writing. The Provider will use its best endeavors to the extent necessary and reasonable to mitigate the extent of the consequences caused by the Force Majeure.
16. Liability
16.1 The Provider is liable without limitation for any damage caused by intent or gross negligence and arising due to the breach of a contractual guarantee regarding a certain characteristic of the Services.
16.2 In the event of slight negligence, the Provider shall be liable without restriction in the event of injury to life, body integrity and health. In addition, the Provider is liable for slight negligence only if a material duty is violated, i.e. a duty that must be fulfilled to permit proper execution of the contract, the breach of which endangers the achievement of the purpose of the contract and the observation of which the Customer may regularly rely on. In the case of violation of a material duty, the liability is limited to the foreseeable damages typical to the contract.
16.3 The strict liability of the Provider for damages in accordance with. Section 536a of the German Civil Code (BGB) for defects existing at the time of conclusion of the Contract is excluded.
16.4 Liability under the provisions of the German Product Liability Act remains unaffected.
17. Contract term
17.1 The initial license period for any Product is 24 months, unless specifically stated otherwise in the Contract or resulting from the nature of a single-use Service (the “Initial Term”). If the Contract is not terminated by either Party observing a notice period of three (3) months prior to the end of the Initial Term or the relevant Renewal Period, the Contract is extended by subsequent one year periods (each a “Renewal Period”).
17.2 The contract term for Individual Services ends upon full completion of such Services.
17.3 All termination notices under this contract must be made in writing.
18. Changes to the Terms and Conditions
The Provider is authorized to change the Terms and Conditions. If the Provider intends to do so, the changes shall be communicated in writing to the Customer at least six weeks before their effectiveness. During the time period until the contemplated date of effectiveness of the communicated changes, the Customer may accept or reject such changes. If the Customer does not reject such changes in writing prior to such contemplated effective date of the changes, the changes shall be deemed to have been accepted by the Customer and become effective at the time of the effective date communicated by Provider.The Provider will explicitly inform the Customer about these consequences in the notification regarding the changes.
19. Final provisions
19.1 The Customer is entitled to set off against the Provider only with claims, if and to the extent that the claim is undisputed or legally established by court.
19.2 The Customer can exercise a right of retention only if it comes from the same legal relationship.
19.3 The rights and claims of the Customer resulting from or in connection with the Contract are not transferable without the written consent of the Provider.
19.4 The contractual relationship between the Provider and Customer shall be governed only by the laws of Germany. The application of the UN Convention on the International Sale of Goods shall be excluded.
19.5 Exclusive place of jurisdiction for all disputes arising from and in connection to this agreement is the place of business of the Provider. If the Provider is a claimant, he is also entitled to choose the place of jurisdiction at the Customer's registered office. The right of both parties to seek interim judicial protection from courts having jurisdiction under the respective procedural provisions remains unaffected.