§ 1 General
- These General Terms and Conditions (GTC) provide the basis for the legal relationships with the respect to the computer program "cronsync" between Kontrollfeld GmbH, represented by Managing Director Jakob Lipps, Gartenstrasse 2, 10115 Berlin (hereinafter referred to as Provider) and its customers.
- The subject of contract is the concession of a possibility of use with respect to the computer program "cronsync" (hereinafter referred to as Software) by the customer through internet access within the scope of Software as a Service (SaaS). The customer may use the software for its own ends, process and save its data.
- The terms used below have the following meanings for the purposes of these General Terms and Conditions:
- Customers: any individual or legal persons or partnerships having legal capacity who register, either themselves or through representatives, for an account in order to use the "cronsync" computer program in their name,
- Team members: any persons whom the customer entrusts to use its account, or who use this in some other way with the customer’s knowledge and consent. If the customer is an individual, the latter shall also be deemed to be a team member,
- Third-party customers: any persons for whom the customer carries out an activity which requires the use by the customer of the "cronsync" computer program for collecting or processing data or for facilitating said activity.
§ 2 Freemium Account/Premium Account
- When using the Software, the customer may choose between a Freemium account and a Premium account.
- With the Freemium account, the customer can manage up to two third-party customers and up to three projects and create up to four invoices. The account can be used by up to two team members. The establishment of several Freemium accounts for a single customer is not permitted.
- With the Premium account, the customer can manage an unlimited number of third-party customers and projects and create an unlimited number of invoices. Unless otherwise agreed, the Premium account is not transferable and may only be used by a team member.
- Unless the user has chosen a Premium account, his account will be treated as a Freemium account.
§ 3 Services
The Provider shall be entitled to amend or adjust the contents of service, including the software provided, in particular in case of technological advancement. It shall notify the customer in advance of any such change where the change is associated with any non-trivial restriction for the customer. In such a case, the customer shall have a special right of termination with notice of two weeks to the date of change.
§ 4 Payment
- No charge shall be levied for setting up and using Freemium accounts.
- The customer shall pay the Provider a monthly fee of 5.00 € plus statutory value-added tax for setting up and using the Premium account for each team member. The billing period shall begin on the date of registration for the Premium account and shall expire at the end of the day during the following month, which corresponds to the starting date. If the month following the start of the respective billing period is shorter, i.e. does not have the date corresponding to the start date which determines the respective billing period, the billing period shall end on the last day of this month. The date of the first login to the customer’s premium account following receipt by the customer of the confirmation e-mail containing the activation link shall be deemed to be the registration date.
- The fee for each month shall fall due on the first of each month. If this falls on a Sunday or a statutory holiday, the fee shall be due on the next business day following this. Once the due day has passed, the user shall be deemed to be in arrears without further warning. The date the payment is received in the account of the Provider or of the payment service provider authorised by the latter shall govern this.
§ 5 Duration of Contract and Termination
- The contractual relationship shall commence on the date of the first login by the customer following receipt of the confirmation e-mail containing the activation link sent by the Provider.
- The Software as a Service “SaaS” contract shall run for an indefinite period. The customer may terminate contracts regarding Freemium accounts at any time without notice. The customer may terminate a Premium account at any time as at the end of the current billing period as defined in § 4 para 2. The Provider may terminate the contractual relationship for a Freemium account at any time by giving one month’s notice and may terminate the contractual relationship regarding a Premium account by giving one month’s notice as at the end of a billing period. § 12 para. 2 shall remain unaffected.
- Customers with Premium accounts may register additional team members at any time. The use of the Software by the team member shall be free for the period from the registration of a team member until the beginning of the customer's next billing period, thereafter § 4 para. 2 shall apply mutatis mutandis. § 5 para. 2 clause 3 applies mutatis mutandis to the de-registration of team members. The customer’s billing periods shall also apply to its team members. If a customer registers at least one team member and then deregisters him/her again prior to the start of the first billing period following the registrations, the Provider reserves the right to stipulate separate billing periods for each new team member subsequently registered or each team member re-registered, which shall commence with the registration of the respective team member.
- Termination may be by electronic means without prejudice to the possibility of termination in writing. The Provider shall provide suitable facilities for such.
- The right of termination for important reason without notice shall remain unaffected. An important reason shall exist where one contract party commit a gross breach of duty or, in particular, where insolvency proceedings are opened against a party's assets or the other party become insolvent or otherwise unable to pay.
- The customer may access his account and the data stored in it for another two months as of the date of the termination of the contractual relationship. During this period, the Provider shall allow the customer, at the latter’s request, to export the stored data. Following the end of the period indicated in clause 1, the Provider shall be entitled to delete the account and the data stored therein. The Provider shall be obliged to delete it at an earlier date, if the Customer allows him to do so in text form or another form which allows the Provider to authenticate the statement.
§ 6 Customer's Duty of Cooperation
- The customer must follow indications made by the Provider with respect to the transcription, localisation, determination and notification of disruption. Where necessary, the customer must use checklists issued by the Provider.
- The customer must issue notification of disruption and pose questions as precisely as possible. To this end, it must use competent staff.
- The customer shall protect software from unauthorised access by third parties and shall secure undertakings from its staff that they do the same.
§ 7 Customer Breach of Duty, Contract Penalty, Right of Termination of the Provider
- The customer is obliged to pay the fee promptly. In the event of arrears of at least two monthly payments, the Provider shall be entitled to block access. Such blocking of access shall not affect the Provider’s right to payment. The account shall be re-activated immediately following the payment of the arrears.
- Where the customer commit a culpable breach of duty and allow an unauthorised third party access to the software or fail to name new users to the Provider before they commence use, the Provider shall be entitled to terminate the contract without notice and with immediate effect as well as to block access.
- The right to pursue further claims, for instance under copyright law as well as claims for damages shall remain reserved.
§ 8 Application of lease agreement law and loan contract law
- The statutory provisions regarding loan contracts (§598 et seq of the German Civil Code) shall apply to the use of Freemium accounts. In other respects, the regulations regarding lease agreements (§535 et seq of the German Civil Code) shall apply, unless otherwise agreed in these General Terms and Conditions or other agreements of the parties.
§ 9 Liability
- The Provider shall face unrestricted liability only in the case of deliberate acts or gross negligence, also of its legal representatives and managerial staff. Liability for the actions of other vicarious agents shall be limited to ten times the monthly fee and to those damages which would be typically expected to be incurred within the context of Software as a Service.
- With respect to negligence simpliciter, the provider shall only be liable in case of breach of a duty the adherence to which is of central importance to the achievement of the purpose of contract (cardinal duty). In case of breach of a cardinal duty, the limitation on liability pursuant to para. 1 of this rule on liability shall apply mutatis mutandis.
- Liability for loss of data shall be limited to the typical expense for the restoration of data which would be incurred if regular backup copies were made appropriate for the degree of risk.
- In derogation from paras. 1 to 3, liability of the Provider shall be in accordance with statutory provision in as far as this foresees a lesser degree of liability of the Provider.
§ 10 Data Protection and Confidentiality
- The Provider shall warrant the protection of data supplied by the customer in accordance with data protection legislation, in particular the German Telemedia Act and Federal Data Protection Act.
- The Provider hereby notifies the customer to compile, process and use personal data only in as far as this is necessary for execution of the SaaS. The customer agrees that its data will be saved, transmitted, deleted and blocked by the Provider as far as this is necessary with consideration for the legitimate interests of the customer and the purpose of contract.
- The Provider shall treat all information and data as are made available to it within the scope of this contract by the customer in confidence. In particular, this shall apply to information on the customer's methods, procedures, trade secrets, trade associations, prices as well as information on the customer's contractual partners. The Provider shall further be bound to prevent unauthorised third party access to this information and customer data by taking suitable precaution.
- The Provider shall be bound to ensure confidentiality as against third parties also through its staff.
§ 11 Collision with other Business Terms
- Insofar as the customer also uses general terms and conditions, the contract shall come into existence without express agreement with respect to the inclusion of these general terms and conditions. Insofar as the various general terms and conditions coincide, these terms shall apply. In place of individual colliding terms, the provisions of dispositive law shall apply. This shall also apply where the customer's business terms contain provisions which are not contained in the above terms and conditions. Should the above business terms contain rules which are not contained in the customer's business terms, the above business terms shall apply.
§ 12 Amendment of the GTC
- The Provider shall reserve the right to amend or supplement these General Terms and Conditions. Where the Provider wishes to amend the General Terms and Conditions, it shall require the customer to agree to the new General Terms and Conditions. Where the customer agrees, business relations shall continue on the basis of the amended version of the General Terms and Conditions.
- Where the customer refuses to agree to the amendments, the Provider shall be entitled to terminate contractual relations to the end of the current invoice month.
§ 13 Choice of Law
With respect to all legal relations under this contract, the parties agree the application of the laws of the Federal Republic of Germany.