General terms and conditions
Status: 19th January 2023
Part A: Terms and Conditions
These terms and conditions apply to all – including future – services of Staffbase Koblenz GmbH in connection with the use of the software “dirico” as Software as a Service (“SaaS”) by its customers (below “Customers”).
§ 1 Scope, Customer Conditions, Reservation of Change
- These Terms and Conditions apply exclusively to all, including future, IT services offered by Staffbase Koblenz GmbH under the name “dirico.” Staffbase Koblenz GmbH does not recognise the customer’s terms and conditions, which are contrary to or deviate from these terms and conditions. These do not apply even if Staffbase Koblenz GmbH do not or do not explicitly object to their validity on a case-by-case basis. These terms and conditions apply only to contracts with entrepreneurs and legal entities.
- Staffbase Koblenz GmbH is entitled to change the terms of the service or terms and conditions and other terms and conditions. Staffbase Koblenz GmbH will only make these changes for good reasons, in particular new technical developments, changes in jurisprudence or other equivalent reasons. If the amendment significantly disturbed the contractual balance between the parties, the amendment will not be. In addition, changes require the consent of the customer
§ 2 Subject Matter of the Contract
- The Staffbase Koblenz GmbH is a technical service provider and owner of the exclusive rights of use to the software “dirico” as well as the underlying know-how, the templates used, technical concepts, the design of the user interfaces, work results, etc. The “dirico” software is a web-based application to facilitate the management of social media communications as well as the content marketing activities of companies.
Staffbase Koblenz GmbH provides the user with the standard software “dirico” for the duration of the contractual relationship for internal use in order to support the customer’s content and social media management in accordance with these terms and conditions, the current product description and the one between order closed to the parties.
- The software is operated on servers of Staffbase Koblenz GmbH or on servers of a service provider contracted by Staffbase Koblenz GmbH as a SaaS or cloud solution according to the cloud services defined in the performance overview. The software is not handed over in the object code or in the source code. The customer is immediately allowed to use the software stored and expiring on the servers via an internet connection during the life of this contract for his own purposes and to store and process his data with their help. To this end, Staffbase Koblenz GmbH provides the space required for the implementation of the contract.
In the event of an extension of the storage space at the instigation of the customer during the duration of the contract period, Staffbase Koblenz GmbH may demand separate remuneration in accordance with the rates applicable at the time of increase.
- Since the software runs exclusively on servers of Staffbase Koblenz GmbH or service providers commissioned by them, the customer does not require copyright rights to the software. He is also not granted such by Staffbase Koblenz GmbH.
Only for the duration of the contract period, Staffbase Koblenz GmbH grants the customer the non-exclusive, non-transferable and time-limited right to display the software on the screen in the To load memory of the devices used for the contract and to make the resulting copies of the user interface as well as to use the software for the purposes of the contract according to the product description. Subject to any other agreement between the parties, it is inadmissible to allow third parties to use the software. Third parties are also subject to group-related companies.
- The software can be modified during the contract period as part of maintenance or support by Staffbase Koblenz GmbH.
- If the initially agreed scope of use increases during the contract period, Staffbase Koblenz GmbH may demand correspondingly increased remuneration in accordance with the rates applicable at the time of the increase. The same applies accordingly, provided that further services or teams are booked during the term of the contract at the customer’s request or if further individual further developments of the standard software dirio.io are made by Staffbase Koblenz GmbH. The Staffbase Koblenz GmbH are entitled to all copyright and other exploitation and utilization rights in such further developments. Staffbase Koblenz GmbH therefore reserves the right to make such individual developments available to other customers.
- If and to the extent that a database or database is created during the term of the contract, in particular by compiling application data through the activities permitted by the server, all rights to it are of the customer. The customer will remain the owner of the databases or database plants even after the end of the contract.
§ 3 Contract Term and Termination of the Contract, Release of Data
- The duration of the contract is subject to the agreements between the parties, subject to the following rules.
- At the beginning of the contract, the customer of Staffbase Koblenz GmbH appoints a responsible contact and a responsible deputy.
- If a minimum contract term is agreed, the contract can be terminated properly for the first time at the end of the minimum contract term. The normal notice period is 3 months at the end of the minimum contract term. If the contract is not terminated at the end of the minimum contract term, the contract will continue to run for the agreed minimum contract term.
If the subject of the service is, among other things, the use of a software, the minimum contract term starts with the unlocking of the software, unless it is only usable after the provision of further services by Staffbase Koblenz GmbH. Then the minimum contract term will not start until further services have been provided.
- If the contract is subject to an indefinite period of time, the due termination of the contract is possible if the contract is adhered to in accordance with a notice period of 3 months at the end of the month.
If it is additionally agreed that the contract will be renewed for a specific period if it has not been terminated beforehand, the contract shall be terminated by giving notice of 1 month at the end of the first contract period and then at the end of the respective extension periods possible.
- If a fixed contract period without automatic renewal has been agreed, the contract ends on the agreed date. A notice is not required.
- The right to extraordinary termination without notice for good cause remains unaffected on both sides. Staffbase Koblenz GmbH is entitled to terminate without notice in particular if
– the customer defaults on payment of the agreed fee for more than 3 weeks and the customer does not fulfill the underlying claim despite a reasonable deadline, or
– the Customer publishes or distributes, through the software provided, content that conflicts with applicable law and is likely to jeopardize the business reputation of Staffbase Koblenz GmbH, in particular if the use of our logo, the “dirico” logo or similar. In this context, and can be taken note of by the impartial observer in connection with the statement and gives the impression that 245GRAD Labs would tolerate this content or share the reproduced opinions in this content;In the event of termination without notice by Staffbase Koblenz GmbH, the latter is entitled to charge 50% of the agreed future fee, which the customer would have had to pay if terminated in a timely manner. The right of the customer to prove a lesser damage remains unaffected.
- Termination must be in writing or in writing in order to be effective.
- Upon termination of the Agreement, Staffbase Koblenz GmbH must return to Customer at the Customer’s expense any and all documents or data carriers left in the possession of the underlying contract, or data carriers, and erase data stored by it or its service providers unless there are any retention obligations or rights.
A deletion takes place after expiration of 1 month since contract termination. In connection with the termination of the contract and / or at the latest 1 month before the deletion of the data, the Staffbase Koblenz GmbH will inform the customer about the agreed deletion and contribute to the deduction of the data to the required extent.If the customer requests the publication of the data instead of deletion upon termination of the contract , at the discretion of the customer, either by transfer of data carriers on which the data is stored in .csv format or by encrypted transmission via a data network. If the customer already submits a copy during the contract period wants his data, the Staffbase Koblenz GmbH will make him an offer for this.
§ 4 Type and Scope of Services, Right of Use of the Customer
- Staffbase Koblenz GmbH provides the customer with the standard software in the agreed version and according to the agreed tariff from the router output of the data center operated by Staffbase Koblenz GmbH or its service providers, in which the server with the software is available (“transfer point”).
- Staffbase Koblenz GmbH provides a copy of the software on servers in a data center for access. The software, the processing power required for the contractual use and the storage and data processing space required for the chosen tariff are provided by Staffbase Koblenz GmbH. The software is kept ready for use by the server and the data generated, collected, used and maintained during the contractual use of the software is stored to the extent required by the contract and kept available for proper retrieval via remote data access. A transfer of the software in the object or source code does not take place.
- Staffbase Koblenz GmbH does not owe the creation and maintenance of the data connection between the customer’s IT system and the described transfer point. Staffbase Koblenz GmbH also does not owe the creation and maintenance of the data connection between the data center’s delivery point and the social media portals.
- Staffbase Koblenz GmbH grants the customer a single, non-transferable and non-sublicensable right to use the standard software “dirico” for a contractually agreed period of time for the duration of the contract. A physical transfer of the software does not take place. The customer is only entitled to grant service providers or other third parties access to the software modules unlocked for the customer with the prior written consent of Staffbase Koblenz GmbH. These may only use the software for the contractually named company to the extent intended.
§ 5 Availability of the Software
- The software should be available to the customer 24 hours a day, seven days a week (“operating time”). The services of the connected social networks are not part of the software, for this or for local disturbances, the Staffbase Koblenz GmbH is not responsible.
- The average availability of the software during the operating time is guaranteed at 98.5% annual average less any time necessary for the installation of updates, upgrades, new releases and / or other modifications and maintenance. The aforementioned work will be carried out on Fridays after 8 pm or on weekends if possible, provided they do not serve to remedy the fault. If the security of the network operation or the maintenance of network integrity is endangered, access to the services may, if necessary, be temporarily restricted.
- Adjustments, changes and additions to the Software, as well as measures to identify and correct malfunctions, will only result in a temporary interruption or impairment of accessibility if necessary for technical reasons.
- Staffbase Koblenz GmbH warns customers that restrictions and / or adverse effects on the services provided may be outside the control of the Staffbase Koblenz GmbH. This includes, but is not limited to, the actions of third parties who are not acting on behalf of the Staffbase Koblenz GmbH from the Staffbase Koblenz GmbH influenceable technical conditions of the Internet and force majeure. The hardware and software and technical infrastructure used by the customer may also influence the performance of the Staffbase Koblenz GmbH. To the extent that such circumstances affect the availability and / or functionality of the services provided by Staffbase Koblenz GmbH, this will not affect the conformity of the services provided. Serious events, e.g. Force majeure, civil unrest, armed conflict or terrorism that has unpredictable consequences for performance will release the Parties from their obligations to perform for the duration of the disturbance and to the extent of its effects, even if they are in default. An automatic contract termination is not connected with this. The contracting parties are obliged to inform themselves of such an obstacle and to adapt their obligations to the changed circumstances in good faith.
§ 6 Care and Support Services
- In addition to providing the Staffbase Koblenz GmbH provides software maintenance and support.
- The care services provided by Staffbase Koblenz GmbH include:
- the provision of updates (program improvements / program modifications / program extensions), as far as they were released by Staffbase Koblenz GmbH for the licensed module in the relevant tariff; there is no entitlement to create and / or release a specific program change / extension. Staffbase Koblenz GmbH will do so at its own discretion. Staffbase Koblenz GmbH may make program enhancements, program modifications and / or plug-ins available only upon payment of a separate fee;
- the adaptation of the software in the context of preventive maintenance by means of patches and / or updates to avoid and / or to remedy deficiencies of the software;
- the updating of the software as part of the technical, personnel and time resources of Staffbase Koblenz GmbH with changes to the API interfaces of the connected social media portals, as far as the social media portals have cross-industry significance nationwide and without their implementation, the software or significant parts of the software are no longer usable for the customer;
- The above care services are provided from Monday to Friday from 08:00 to 17:00, but not on nationwide public holidays and public holidays in the state of Rhineland Palatinate and on Christmas Eve, New Year’s Eve, Rose Monday. This does not apply to the installation of updates or patches, if possible on Mondays – Fridays after 20 clock or on weekends, unless it is to be eliminated by means of these patches or updates a current significant deficiency;
- A support case exists if the software does not fulfill the contractual functions according to the product description or, if applicable, the functions agreed in the order. The scope of the support services depends on the agreements between the parties as well as on § 10 of the GTC.
- Customer error messages must be sent immediately via email or via the supportchat within the software dirico. Upon notification of a support case, the customer must provide as detailed a description as possible of the respective malfunction in order to allow the Staffbase Koblenz GmbH to solve the problem as efficiently as possible. To the extent that no support tariff has been agreed, the customer is entitled to provide Staffbase Koblenz GmbH Community Support on the Staffbase Koblenz GmbH use the community page at helpcenter.dirico. This includes the following services: online access to the answers to user questions published by Staffbase Koblenz GmbH, access to general user instructions, sending of user-specific questions via the contact form of the Community Board. The inquiry is at the discretion of Staffbase Koblenz GmbH and will be published with the anonymized question during the usual business hours of Staffbase Koblenz GmbH Monday through Friday from 8 am to 6 pm also via the community board.
- If the customer’s scope of use subsequently increases by licensing additional modules, by increasing the number of authorized users, and also by the care and support obligations of Staffbase Koblenz GmbH, Staffbase Koblenz GmbH has the right, at its discretion, to pay the customer Increase the total remuneration in accordance with the extended benefit obligations in accordance with the respective remuneration rates with effect from the next day of the month. Reference is made to § 7 of the Terms and Conditions.
§ 7 Obligation to Cooperate of the Customer
- The Customer will provide reasonable support to Staffbase Koblenz GmbH in providing the contractual service, in particular to provide the information and materials required to provide the Service in good time to the Staffbase Koblenz GmbH at its expense. The customer will name the Staffbase Koblenz GmbH a responsible contact person and deputy for the duration of the contract, § 1 para. 1 of the Terms.
- The customer is responsible for the regular and regular data backup of the data stock that he has provided for the space provided.
- For the contractual use of the software, the system requirements resulting from the product description or the agreements as well as an adequate internet connection at the customer must be fulfilled. The customer is responsible for this.
- The customer has to keep the access data provided to him secret and to ensure that this also applies to third parties to whom the customer has provided this access data in accordance with the contract. To the extent that the performance of Staffbase Koblenz GmbH has not been expressly made available to third parties in accordance with the contractual agreement between the parties, the customer may not do so on his own.
- The customer complies with the applicable guidelines of the social media channels they use.
- If there is a malfunction of the software provided for use, which the customer can detect, the customer informs Staffbase Koblenz GmbH immediately about this.
- It must notify and coordinate changes to Staffbase Koblenz GmbH planned by the customer in good time, provided that the changes have an impact on the services agreed with Staffbase Koblenz GmbH. If the customer fails to do so, Staffbase Koblenz GmbH has the right to suspend performance if a cause of disturbance can be attributed to this change. This has no bearing on the customer’s obligation to pay. If the changes planned by the customer require an adjustment of the contract, Staffbase Koblenz GmbH will inform the customer in good time.
§ 8 Compensation, Cessation of Services in the Event of Late Payment of the Customer, Price Increase Rights, Offsetting, Right of Retention
- Payment period and the amount of remuneration, as well as the method of payment, are based on the agreements reached between the parties. In addition, the remuneration and maturity of the remuneration are based on the Staffbase Koblenz GmbH price list applicable at the time of conclusion of the contract.
- If a minimum contract term is agreed, the agreed remuneration for the minimum contract term with the conclusion of the contract will be due for payment in advance within 14 days of receipt of the invoice. If the contract continues indefinitely after the expiry of the minimum contract period, the remuneration will be calculated until the end of the calendar year pro rata temporis and is due for payment on the 5th working day of the renewal period. After that, the compensation is calculated per calendar year and is due annually in advance on the 5th working day of the calendar year for payment. If it is agreed that the contract will be extended by a certain period of time after the expiry of the minimum contract period, unless it is terminated at the end of the renewal period, the remuneration for this shall be applicable on the 5th working day of the renewal period. Payment due. The same applies to the subsequent periods.
- If the contract is concluded for a certain period of time, the compensation is due for payment within 14 days in advance after receipt of an invoice. The same applies to any follow-up periods if the contract is extended.
- If the contract is indefinitely valid from the outset, the agreed remuneration per period of time is due for payment within 14 days of receiving an invoice.
- For example, required travel costs, expenses, accessories, shipping or telecommunications costs must be reimbursed in addition after expenses. In addition, services required by the customer (e.g. advice and support in the installation, provision of further storage space, expansion of the booked teams or accounts, individual software advancements or individual Interface connections) are billed according to the current price list of Staffbase Koblenz GmbH. In addition, care work that was caused by incorrect operation and negligent or intentional damage or intentional damage or modification of the software is not included in the flat price. Such care work is calculated on the basis of the hourly rates of the Staffbase Koblenz GmbH, which are valid at the time of use. If the customer wants training from Staffbase Koblenz GmbH, there is the possibility of user training on how to use the dirico software as well as the possibility of a social media and content marketing workshop after further agreement with Staffbase Koblenz GmbH. Training services provided by Staffbase Koblenz GmbH are provided on the basis of separate remuneration and on a more detailed definition of the agreement that exists with the customer. In the event that the customer wants a different solution from the standard hosting of the application, higher Setup and royalties. The amount of the additional costs incurred is shared by Staffbase Koblenz GmbH to the customer in advance on a case-by-case basis.
- Sales tax is added to all prices in the statutory amount.
- Staffbase Koblenz GmbH is entitled to make the remuneration for the services owed or the price list for the future in accordance with the general price development, especially in changes in market conditions, significant changes in procurement costs, changes Increase sales tax or procurement prices if at least 12 months have elapsed since the conclusion of the contract or 12 months since the last increase. This must be announced with a period of at least 4 weeks in advance. The customer is entitled to a special right of termination at the end of the current month of the contract since the price increase takes effect, provided that the fee increase is more than 5%. This is communicated to him by Staffbase Koblenz GmbH in these cases in text form.
- If the customer is in default of payment of the agreed remuneration and does not pay it despite a further invitation and expiry of a reasonable time limit set therein, Staffbase Koblenz GmbH is entitled to temporarily stop providing the agreed service And block access to the software. The compensation claim of Staffbase Koblenz GmbH remains unaffected by the suspension. Access to the software will be unlocked immediately after the receivables have been resolved. The right to block access exists as a more lenient means even if Staffbase Koblenz GmbH has the right to extraordinary termination in accordance with Section 3 of the Terms and Conditions.
- Discounts require a separate agreement.
- Staffbase Koblenz GmbH has the right to adequately increase remuneration in the event of an extension of the user at the customer’s instigation. On § 5 (1). 5 of the Terms and Conditions are referenced.
- The customer can only offset claims undisputed or legally determined by Staffbase Koblenz GmbH. The customer is only entitled to a right of retention or the objection of the unfulfilled contract within the respective contractual relationship.
§ 9 Rights for Data Processing, Data Protection
- 247Grad Labs complies with applicable data protection regulations.
- The Customer grants the Staffbase Koblenz GmbH the right to reproduce the data to be stored by the Staffbase Koblenz GmbH for the Customer to the extent necessary to provide the services required by this Agreement. The Staffbase Koblenz GmbH is also entitled to maintain the data in a failure system or separate default data center. To eliminate interference, the Staffbase Koblenz GmbH may make changes to the structure of the data or the data format.
- If and to the extent that the Customer processes or processes personal information on systems provided by the Staffbase Koblenz GmbH for compensation, the parties conclude a written order data agreement, which is an integral part of the contractual relationship. In this case, only the customer is responsible for compliance with the provisions of the BDSG with regard to personal data.
§ 10 Warranty, Statute of Limitations
- The customer will promptly report any errors of the Staffbase Koblenz GmbH in writing, by fax or e-mail and assist them to the best of their ability in the examination of defects and errors. This includes in particular the submission of defect reports or other data and / or protocols that are suitable for finding and analyzing the defect.
- If defects occur during the use of the software, the customer has Staffbase Koblenz GmbH the opportunity to review and rectify. This applies both to an error message from the customer and an error message from the Staffbase Koblenz GmbH. § 536a Abs. 2 BGB (right of the tenant to self-rectify) is excluded. If this is necessary to remedy and / or check for defects, the customer is obliged to provide Staffbase Koblenz GmbH with the access data for the software configured for the customer on request. Staffbase Koblenz GmbH will only use these as intended. The same applies if Staffbase Koblenz GmbH requires access to the version configured for the customer in order to check whether measures for defect prevention / performance assurance / preventive care or similar are available. are useful / necessary or this is required to answer user queries.
- If the Staffbase Koblenz GmbH is obliged to remedy the defect, Staffbase Koblenz GmbH reserves the right to choose the type of remedy. If the defect can not be remedied with reasonable effort, a circumvention of the defect is checked and carried out if this is possible with reasonable effort and is reasonable for the customer.
- The monitoring of the basic functions of the software takes place daily; the maintenance of the software is done grds. Monday – Friday 8.00 bis 17.00 clock but not on nationwide public holidays and public holidays in the state of Rhineland Palatinate and on Christmas Eve, New Year’s Eve, Rose monday. Reference is made to § 6 of the Terms and Conditions. The following error classes and reaction times apply:
- Error class 1: serious error (the use of the software is altogether no longer possible): The Staffbase Koblenz GmbH starts immediately, at the latest within two hours after the error message with the elimination and continues this emphatically until elimination if possible within 24 hours since the error message. The Staffbase Koblenz GmbH will notify the customer of this in the event of an untimely error correction, as well as the estimated time required, and will seek a workaround.
- Error class 2, medium error (the use of the software is no longer possible or severely restricted with regard to one or more parts, but can still be used in parts, possibly by means of workarounds): The Staffbase Koblenz GmbH begins with the removal within four hours since the error message and If possible, continue to do so within 48 hours during normal working hours
- Error class 3, slight error (the software is in operation, however, there is a loss of functionality that does not significantly hinder the execution of the service): The Staffbase Koblenz GmbH begins with the error correction within 24 hours since the error message, the error will be corrected in the next update cycle.
In the event of disagreement about the defect under the above classes, the customer may request the classification into a higher defect class. He will then have to reimburse Staffbase Koblenz GmbH for the additional expenses if he does not prove that his classification was correct.
- Should the modification of an API interface of a social media portal operator lead to a whole or partial restriction of the usability of the software, this does not entitle the customer to pay the agreed remuneration until the appropriate adjustment of the software Hone or shorten software. This does not apply to the extent that Staffbase Koblenz GmbH made the change so clear that it would have been able to adapt the software in normal business operations before the change came into force.
- If there are initial defects of the software caused by Staffbase Koblenz GmbH, the customer is entitled to rectify the defects within a period of 6 months after the software is activated. § 536a Section 1 BGB is excluded to the extent that non-indebted liability is provided.
- The Staffbase Koblenz GmbH may charge additional costs from the fact that the software has been modified, used outside the intended environment or misoperated. It can demand reimbursement of expenses from the customer if no defect is found and the customer has not collected the defects without negligence. The burden of proof lies with the customer.
- The customer’s claims for supplementary performance expire in 6 months, unless a mandatory liability of Staffbase Koblenz GmbH pursuant to § 11. 1-3. The time limit begins with the emergence of the claim and knowledge of the customer’s circumstances as a result of the claim. The same applies from the moment the defect should have been known to the customer (grossly negligent ignorance). Reference is made to the validity of § 536b, 536c BGB.
§ 11 Liability and Damages
- Staffbase Koblenz GmbH is liable for damages caused to the customer intentionally or by gross negligence, which are the result of the absence of a guaranteed nature, which is due to a culpable breach of essential obligations (so-called cardinal duties). The result of culpable injury to health, body or life or for which liability under the Product Liability Act is provided is provided under the statutory provisions.
- Cardinal obligations are those contractual obligations, the fulfilment of which will enable the proper implementation of the contract in the first place and on whose compliance the contracting party may regularly rely and whose violation, on the other hand, the achievement of the contract The purpose of the contract is at risk.
- In the event of a breach of a cardinal duty, liability, insofar as the damage is based solely on minor or simple negligence, is limited to such damages, which are typically expected to arise in the use of the software in force for the contract. Had.
- In the case of non-debt liability for an impediment to performance that occurs during the delay, the liability of Staffbase Koblenz GmbH is limited to the typical foreseeable damage.
- If damage to the customer results from the loss of data, Staffbase Koblenz GmbH shall not be liable to the extent that the damage would have been avoided by the customer’s regular and complete security of all relevant data. The customer will have a regular and complete data backup carried out by himself or by a third party, and will be solely responsible for this.
- The strict liability for damages for defects existing at the conclusion of the contract acc. § 536a BGB is excluded.
- If the customer does not accept his acts of cooperation owed under the contract, the Staffbase Koblenz GmbH is not responsible for a limitation of the provision of services, if and insofar as the non-participation of the Staffbase Koblenz GmbH did not cause any contributory negligence, in particular without success to the customer has requested a reasonable period of grace to perform the cooperation.
§ 12 Customer Data and Exemption of Claims of Third Parties,
- Staffbase Koblenz GmbH is a technical service provider and as such stores content and data for the customer that they enter, store or provide for use when using the software. Labs takes no notice of the content of the customer and does not examine the content used by the customer with the software. Service provider within the meaning of the Telemedia Act and responsible for the content of the generated information, information posted on the social media portals, statements or the like. is the customer.
The customer therefore undertakes to the Staffbase Koblenz GmbH, no illegal or otherwise absolutely or in relation to third parties unlawful content and data set and no viruses or other malicious software containing programs in connection with the software.
- The customer is responsible for compliance with the applicable data protection legislation. He is also the person responsible for personal data and therefore always has to check whether the processing of such data on the use of the software is permitted. Reference is made to the conclusion of a written order data processing agreement with the Staffbase Koblenz GmbH, which is necessary in this case.
- Customer agrees to indemnify Staffbase Koblenz GmbH against all liability and costs, including the costs of legal proceedings, if and to the extent that Staffbase Koblenz GmbH is used by third parties and / or its employees. The Staffbase Koblenz GmbH will inform the customer about the claim without delay and, as far as this is legally possible, give him the opportunity to defend the claimed claim. In this case, the customer will immediately provide the Staffbase Koblenz GmbH with all available information about the subject of the claim free of charge.
- Further compensation claims of the Staffbase Koblenz GmbH against the customer remain unaffected.
§ 13 Confidentiality, Contractual Penalty
- Both parties are required to maintain confidentiality with third parties about details of the contractual arrangements between them, in particular the agreed fees for the services of Staffbase Koblenz GmbH; This does not apply if these third parties professionally obliged to maintain secrecy become accessible within the framework of proper business management, eg. Accountants, tax accountants, lawyers, or a statutory or judicial disclosure obligation exists.
- Both parties mutually ensure that they treat all information brought to their knowledge by the other party, which are expressly marked as confidential or whose confidential nature derives from the context, as business secrets entrusted to them and will not make them accessible to third parties, as long and as far as these are not
- the recipient were previously known without a commitment to secrecy or
- are or will be generally known without the recipient being responsible
- Be legally communicated or left to the recipient by a third party without a duty of confidentiality, or
- Proven to have been independently developed by the recipient or
- There is a legal, judicial or official disclosure obligation, or
- Have been released by the surrender party in writing in advance for notice.
The parties will exercise at least the same care to maintain the confidentiality of the confidential information provided to them by the other party as they do with regard to their own information of similar importance.
- At the request of one party, but at the latest at the end of the cooperation of the parties, all confidential information of the other party must be irretrievably deleted or returned to that party. The deletion must be confirmed upon request.
- The software “dirico” as well as its user interface (overall “the software”) is a confidential piece of information in this sense. In particular, therefore, the customer is not entitled to use the software beyond the use permitted in accordance with this contract, to have it used by third parties or to make it available to third parties. In particular, the customer may not grant his customers, service providers or other third parties access to the software. In particular, the customer will protect the user and access permissions assigned to him, as well as identification and authentication security, from access by third parties and will not pass them on to unauthorized persons.
- In the event of a culpable infringement on the part of the customer, the customer shall pay a reasonable contractual penalty to be entered into by Staffbase Koblenz GmbH, the adequacy of which must be reviewed by the competent court in the event of a dispute;
§ 14 Transfer of Rights and Obligations
- The assignment of rights and obligations under the contract between the parties is only permitted with the prior written consent of Staffbase Koblenz GmbH. Staffbase Koblenz GmbH is entitled to entrust third parties with the fulfillment of the obligations under this contract.
§ 15 Applicable Law, Jurisdiction, Other
- The law of the FRG applies, with the exception of the UN right to purchase.
- The exclusive venue for disputes arising from or in connection with this contract is Koblenz.
- Should individual provisions of this contract be invalid or unworkable, the validity of the remaining provisions should not be affected by this. The Parties undertake to replace this invalid or unworkable provision with an effective or workable provision that is economically closest to the invalid or unworkable provision.
Part B: Supplementary Conditions for the Provision of Advisory and Other Services
These supplementary conditions apply to advisory and services provided by Staffbase Koblenz GmbH. They complement the rules of the above Part A.
- Consulting, training and/or conceptual services can be contracted by the customer in addition and in each case against separate remuneration in accordance with the expenses and hourly rates, depending on the valid price list of the Staffbase Koblenz GmbH.
- In this way, Staffbase Koblenz GmbH supports the customer in their projects and provides the services as a service. If Staffbase Koblenz GmbH is prevented from providing the contracted services for personal reasons, Staffbase Koblenz GmbH will appoint another suitable employee at the customer’s request. In addition, the use of the appropriate employees or their replacement is reserved for the Staffbase Koblenz GmbH.
If, due to circumstances for which 24 7GRAD Labs are responsible, services are not carried out, not in accordance with the contract or defectiwell, Staffbase Koblenz GmbH is obliged to provide these services in accordance with the contract within a reasonable period of time, if and to the extent that The customer has reprimanded this in writing within two weeks of the service being provided.
- If customer change requests or other circumstances for which the customer is responsible lead to an increased effort, Staffbase Koblenz GmbH will inform the customer in writing immediately. Staffbase Koblenz GmbH will calculate services according to expenses required by the customer according to the applicable hourly rates of the Staffbase Koblenz GmbH, subject to other agreements with the customer.
- Claims expire within 12 months of full service delivery or early termination of the contract. In addition, Section 11 of the above Terms and Conditions applies.
Part C: Additional Conditions for the Provision of Factory Services
These supplementary conditions apply to work services provided by Staffbase Koblenz GmbH. They complement the rules of the above Part A.
- (Part) Work results will be taken from the customer immediately after completion has been declared by Staffbase Koblenz GmbH and handover or this equivalent act to the customer. If significant deficiencies are found during acceptance, the customer must immediately reprimand them against Staffbase Koblenz GmbH. The ability to accept a negbility does not stand up to the ability to accept them.
- If the customer fails to accept it for a reason other than a significant defect, the service is deemed to have been decreased after the expiry of two weeks since the handover or this equivalent act. Performance is considered to be declining even if it is used productively by the customer.
- All work results produced as part of such activities by Staffbase Koblenz GmbH are copyrighted. Staffbase Koblenz GmbH grants the customer the non-exclusive, non-transferable and time-limited right to use the results of the work for the purposes of the contract. The customer will only reproduce or otherwise exploit or disseminate the results of the work or otherwise use or disseminate the work results or documents after the prior written consent of the Staffbase Koblenz GmbH.
- Protocols, documentation or other documents left to the customer from or in connection with this contract remain the property of Staffbase Koblenz GmbH and are responsible immediately and without a separate request after termination of the contract, as well as otherwise on Desire to be returned within a reasonable period of time.
- Defects reprimanded by the customer within the statute of limitations must be rectified by Staffbase Koblenz GmbH within a reasonable period of time by means of their choice. If the rectification of defects does not succeed in the cancellation of the defect, despite a reasonable grace period set by the customer, or if Staffbase Koblenz GmbH refuses to attempt further rectification due to disproportionately high costs, the customer may adequately reduce the remuneration for this part of the service. Resign from partial performance. This has no bearing on the rest of the contract, in particular the software use contract.
- Contrary to the statutory rules, claims for supplementary performance, resignation and reduction expire in 12 months from the beginning of the statute of limitations. This period does not apply to the extent that the law is. § § 438 (). 1 No. 2 BGB (stuff for buildings), 479 (). 1 BGB (claim to recourse) and § 634a BGB (building defect) prescribes longer deadlines in case of fraudulent concealment of the defect or non-compliance with a guarantee of quality. In addition, Section 11 of the above Terms and Conditions applies.
Part D: Reference to Terms of Services of YouTube
When connecting YouTube Accounts with our platform, we kindly ask our customers to review the YouTube Terms of Services in order to find out which conditions apply: https://www.youtube.com/t/terms