General Terms and Conditions
Legally valid is only the German version of the GTC.
General Terms and Conditions for Software-as-a-Service (SaaS) of LiCuIn UG (haftungsbeschränkt)
LiCuIn UG (haftungsbeschränkt)
Registered Office: Torgau
Registry Court: Amtsgericht Leipzig
Register Number: HRB 29214
Value Added Tax Identification Number as of § 27a Value Added Tax Act (Germany): DE 288318486
Chief Executive Officer: Clemens Schubert
§ 1 Contract
(1) LiCuln UG (haftungsbeschränkt) (“LiCuIn”) provides SaaS services to its customers over the internet in the area of business software.
The conditions apply to the use and operational support of standard software programs (hereinafter “SOFTWARE”), that is developed by LiCuIn and provided over the internet as Software-as-a-Service (SaaS). General Contract Terms and Conditions of the customer are not applicable, even if these are not expressly stated by LiCuIn. Solely, the Terms and Conditions of LiCuIn are applicable.
(2) The object of the contract is
(a) license to use the SOFTWARE listed by www.snapsoft.de over the internet
(b) provision of storage space and the storage of customer data on the servers located at the LiCuIn data center.
Software programs which have been individually designed for the customer are not part of this agreement.
§ 2 Software License
(1) LiCuIn agrees to provide to the customer, the SOFTWARE in its current version over the internet, for a chargeable fee. For this purpose, LiCuIn installs the SOFTWARE on a server, which is available over the internet for the customer. The transfer point for SaaS services is the output of the Router connected to the internet located in the data center used by LiCuIn.
(2) The current range of functions of the SOFTWARE is based on the actual service description specified on the website of LiCuIn at www.snapsoft.de.
(3) LiCuIn will immediately eliminate all software errors in accordance with technical possibilities. An error occurs when the SOFTWARE does not meet the functionality specified in the service description, returns incorrect results, or functions in any other manner than specified, so that the SOFTWARE is unusable or restricted.
(4) LiCuIn will continue to develop the SOFTWARE and provide improvements through updates or upgrades. LiCuIn reserves the right, to provide technical improvements, develop performance enhancements and service changes (e.g., by using newer or other technologies, systems, procedures or standards).
§ 3 Usage rights of the SOFTWARE
(1) LiCuIn grants the customer a non-exclusive, non-transferable, and a no sub-licensing right to use the SOFTWARE designated in this contract during the duration of the contract as intended as part of the SaaS services.
(2) The customer acknowledges LiCuIn as the sole licencor of the SOFTWARE and its related copyrights. The customer further acknowledges the trademark, name and patent rights relating to the SOFTWARE or related documentation as the property of LiCuIn. Copyright information or other similar evidence of ownership in the SOFTWARE or related documentation may not be changed, removed, or in any other way modified by the customer.
(3) The customer may only modify the SOFTWARE to the extent covered by agreed usage based on the actual service description. The customer is not allowed to “reverse engineer”, decompile, disassemble, or use any part of the SOFTWARE, in order to create a separate application. The customer is also prohibited from attempted manipulation of the SOFTWARE, including Denial of Service (DoS), or API Testing as prohibited by law.
(4) The customer is allowed to duplicate the SOFTWARE to the extent covered in accordance with the intended use of the SOFTWARE which is defined in the current specifications. Under necessary duplication of the SOFTWARE, includes the loading of the SOFTWARE into memory is defined as the necessary reproduction of the SOFTWARE, however the temporary installation or storing of the SOFTWARE on media (such as hard drives, etc.) or on the hardware used by the customer is not permitted. Excluded from this are the functions, defined in the current specifications, that can be downloaded as part of the SOFTWARE program, and stored on the corporate network and used by the customer.
(5) The customer is not entitled to provide the SOFTWARE for payment to a third party, or to provide usage of the SOFTWARE complimentary. Sub-renting of the SOFTWARE is herewith expressly prohibited.
(6) The customer is obligated to define its third party contractual relationships, in order to rule out the usage of the SOFTWARE, either for a fee or for free usage, by another party.
§ 4 Granting of storage and data backup
(1) LiCuIn provides the customer with a defined storage space on a server located at its data center for the purpose of data storage. The customer is allowed to place content on this server in accordance with the technical specifications defined within www.snapsoft.de. In the event that the disk space to store the data is no longer sufficient, LiCuIn will notify the customer.
(2) LiCuIn shall ensure that the stored data is accessible via the internet.
(3) The customer is not entitled to provide the usage of this storage space, whether partly or fully, for payment or for free, to a third party.
(4) The customer agrees, not to store any content on the disk space provided, in which the deployment, publication, or usage violates any laws or agreements with third parties.
(5) LiCuIn is required to take precautionary measures against data loss, and to prevent unauthorized access to the customer’s data by a third party. To ensure this, LiCuIn will maintain daily backups, in order to test the customer’s data for viruses, as well the installation of state of the art firewalls.
(6) The customer remains in all cases the sole owner of the data, and can demand at any time, including after the closure or cancellation of the contract, the return of any or all of their data without any claim or withholding rights on the part of LiCuIn. The release of the data occurs depending on the choice of the customer, either through means of a storage medium or through transmission across a data network. The customer is not entitled to receive the SOFTWARE which is required to process the data. LiCuIn is entitled to bill the customer for any expenses related to the processing and publication of their data.
The collection, processing and usage of the data, as well as safeguarding the rights of the affected data (access, usage, correction, blocking, erasure) is the responsibility of the customer.
§ 5 Support
(1) The level of support provided is defined in the service description, which is available on the website under www.snapsoft.de.
(2) LiCuIn will provide answers to any customer questions received either by telephone or in writing as soon as possible within the business hours posted on the website www.snapsoft.de, in regards to the usage of the contractual SOFTWARE and the SaaS services.
§ 6 Interruption / Interference of accessibility
(1) Corrections, changes and additions to the contractual SaaS services as well as measures required for the identification and repair of malfunctions, shall only lead to a temporary interruption of accessibility, when required due to technical issues.
(2) Monitoring of the basic functionality of the SaaS services occurs daily. The maintenance of SaaS services is guaranteed from Monday through Saturday between the hours of 9:00 and 18:00. Any interference of accessibility will be indicated in a timely manner on the www.snapsoft.de website. A maintenance window of 2 hours is agreed in the case of a severe error in which the use of SaaS services is no longer possible or severely restricted, starting from the time at which the customer has notified LiCuIn of the issue. LiCuIn will notify the customer immediately regarding the maintenance work, and perform said maintenance in accordance with the technical conditions within the shortest possible time.
For incident notifications from the customer which arrive outside of the normal support hours, the repair maintenance shall begin on the following workday.
If an error-correction is not possible within 12 hours, LiCuIn shall inform the customer within 24 hours of the reason for the incident as well as the expected repair time on the www.snapsoft.de website.
Any delays in the fault-clearing of an incident, which are caused by the customer, shall not be calculated in the maintenance repair time (example: non-availability of a contact person from the customer).
(3) The availability of the agreed services in accordance with §1 (2) of this agreement shall be guaranteed for 99% up-time based on the average availability. The downtime is counted in full minutes, and is calculated based on the sum of the interruption times per year. Excluded from this calculation are time periods, which LiCuIn declares to be maintenance windows for the optimization and performance improvement of the service. However, the availability shall not be affected or interrupted for more than two consecutive calendar days. This does not apply to any time lost due to the repair of incidents, which are not due to a fault of LiCuIn or incidents due to force majeure.
§ 7 Responsibilities of the Customer
(1) The customer agrees not to upload any content to the storage space, which is prohibited by law or administrative regulations or infringes upon the rights of third parties.
(2) The customer is required to prevent any unauthorized access by third parties to the protected areas of the SOFTWARE by using appropriate measures. For this purpose, the customer, shall if necessary, advise his employees regarding the copyright compliance, and that no unauthorized copies of the SOFTWARE shall be made.
(3) Without prejudice to the obligation of LiCuIn for data backup, the customer is responsible for the adding and maintaining of the data and for the information which is required for the use of the SaaS services.
(4) The customer is required to perform routine checks of their data and information against viruses or other malicious code through the use of current technologies and Anti-virus programs.
(5) The customer shall use their “email address” and generate a password for the first usage of the SaaS services, which shall be required for the continued use of the SaaS services as required. The customer is required to maintain secrecy in regards to their access information (email and password), to prevent unauthorized access from a third party.
(6) The storage space which has been designated for the customer may contain copyrighted information or data which is protected under data protection laws. The customer hereby grants LiCuIn the right to make data which is stored on its servers for the use in queries, available over the internet, and in particular, to allow LiCuIn to reproduce and transmit said data for the purpose of data backup.
§ 8 Compensation
(1) The customer agrees to payment for the usage of the SOFTWARE and the granted storage space, a monthly usage fee as well as the VAT as required by law. Unless otherwise agreed, the compensation shall be based on the actual list price which is / has been valid during the signing of the contract, and shall be calculated from the minimum charge as well as the actual services used. All applicable fees will be invoiced monthly for the previous period.
(2) Any objections to the invoice for services provided by LiCuIn must be submitted in writing by the customer within a period of eight weeks after receipt of the invoice, to the office address listed on the invoice. After the expiration of said period, the invoice shall be deemed accepted by the customer. LiCuIn shall explicitly inform the customer of the consequences of their actions on the invoice.
(3) Payments shall be made either by direct debit or credit card. By delayed or lack of payment, contracted services may be restricted, or the contract may be terminated without notice in accordance with §10 (2). The customer is not entitled to establish claims of debt against LiCuIn, unless it is a legally established claim or a claim which has been recognized by LiCuIn.
§ 9 Liability for defects / liability
(1) LiCuIn guarantees the function and operational readiness of SaaS services under this contract. Technical data, specifications and performance data in public statements, particularly in advertisements are not covered under this agreement. The functionality of the SOFTWARE is governed by the information within the documentation which is viewable on the www.snapsoft.de website. Warranty claims expire after 12 months, unless the defect was fraudulently concealed. Warranty claims due to defect are excluded, when the SOFTWARE is not used based on the contractual agreements. In addition, warranty claims due to defect are excluded in the case that the customer has performed in changes or enhancements to the SOFTWARE which are not allowed in the contractual agreement, unless the customer can provide proof that the defect is not due to any changes or enhancements. If it should be proven during the course of defect repair, that operator error or incorrect usage from the side of the customer is the cause of defect, LiCuIn is entitled to demand reasonable compensation for all expenses incurred.
(2) In the event that services provided by LiCuIn have been used by unauthorized third parties through means of the customer’s access information, the customer shall be responsible for all fees incurred under civil liability until the customer requests a change to their access data, or through the report of loss or theft, unless it is proved that the customer is at fault for the unauthorized third party access.
(3) The customer is required to release LiCuIn from all third party claims resulting from the data stored by the customer, and to compensate LiCuIn for any costs incurred due to possible legal actions.
(4) LiCuIn reserves the right to immediately block access to the storage space and SOFTWARE, if there is a reasonable suspicion that the stored data is of illegal nature and/or violates the rights of third parties. A reasonable suspicion of an unlawful act and/or a rights infringement is determined, when LiCuIn is informed by a court, authority and/or other third party. LiCuIn shall notify the customer without delay, of any restricted access including the underlying reason. The restriction shall be lifted as soon as any suspicion can be ruled out.
(5) Damage claims against LiCuIn are excluded, irrespective of the legal basis, unless it can be proved that LiCuIn, its legal representative, or sub-contractors of LiCuIn have acted willfully or with gross negligence. LiCuIn has a limited liability for simple negligence, when damages due to materials or services stated in the contractual obligations have not been fulfilled by LiCuIn, its legal representatives, senior employees or other sub-contractors have occurred, as well as damages resulting from injury to life, body or health. LiCuIn is liable only for foreseeable damages that are expected to arise typically. LiCuIn is not responsible for the loss of data due to the fact that it is the customer’s responsibility to perform backups, and thereby ensure that data loss can be recovered with minimal effort. In the case of liability, personal damage is covered to the sum of 3,000,000 EUR, 100,000 EUR for assets, property, data, and activities. Default, rights violations and injunctions are also covered to 100,000 EUR. Liability for profit loss is herewith excluded. Liability on the part of LiCuIn is also excluded for the failure of telecommunications connections, restrictions within the internet; force majeure; fault of third parties or the customer themselves.
§ 10 Contract Term and Termination
(1) The minimum contract term is one month. The contract begins with the registration by the customer and can be terminated by both parties at the end of each month, 7 days before months end in writing.
(2) Unaffected is the right of each contract party to terminate the contract without previous notice due to just cause. The immediate termination of the contract by LiCuIn is particularly justified, through failure of the customer to provide payments due, despite a payment reminder and a grace period or when the customer violates any contractual provisions regarding the use of the SaaS services. This shall not affect the enforcement of benefits arising out of the breach of contractual provisions for damages. Immediate termination shall occur in any case, when the other party is warned and requested to rectify the alleged reason for termination within a reasonable amount of time.
§ 11 Data Protection / Non-Disclosure
(1) It is the responsibility of LiCuIn and the customer to comply with statutory data protection laws, in the case that personal data must be processed while under contract.
LiCuIn advises the customer of the statutes set forth in the German Data Privacy Act (BDSG), that customer data will be stored. The transfer of such data to a third party shall occur only when required for the fulfillment of contractual obligations. Should any data be transferred to third parties, this shall only take place under the condition that the third party agrees under contract to comply with the protection of your data.
(2) The customer is solely responsible for collecting any consent required by the provisions of the data privacy laws by its customers and its business partners.
(3) LiCuIn agrees not to disclose and/or the use in any way of confidential information, including business or trade secrets which might be revealed during the preparation, execution and fulfillment of this agreement. This applies to any unauthorized third parties, including unauthorized employees of LiCuIn or the customer, unless it is required by LiCuIn in order to fulfill the terms and conditions of the contract. This does not apply to information that is publicly accessible, or without unauthorized action, or through neglect of the contract parties are made public, or which must be released due to court order or law. In cases of doubt, LiCuIn will notify the customer and request permission for the disclosure of information.
(4) In the case of supporting the customer with any issues, it may be necessary to access customer records. The access may occur via the SaaS users created by the customer or through database analysis. This access is limited to the period of each support measure.
(5) LiCuIn agrees through stipulation, all of its employees or sub-contractors who are responsible for the preparation, execution, and fulfillment of this agreement, in respect to the preceding §3 of this contractual obligation.
§ 12 Applicable law, Jurisdiction
(1) German law shall apply exclusively to this contract.
(2) Fulfillment location is Torgau / Saxony.
(3) The exclusive court jurisdiction for any disputes arising from this contract is Torgau / Saxony
§ 13 Other
(1) Verbal side agreements shall not be considered. Changes, enhancements and supplements to this agreement shall only be valid when agreed in writing by both parties. This also applies to any amendment of this contractual provision.
(2) Should any provision of this agreement be or become invalid, this shall not affect the validity of the remaining provisions. The contract parties agree, to replace the invalid provision through a valid provision which most closely approximates the economic purpose of the invalid provision. The same applies in the event of a contract gap.