Please notice:
This is a translation from German into English for convenience only. In case of diversity of interpretation, the German version shall prevail.
General Terms and Conditions of Use
Preamble
As a B2B service provider, Spacific Engingeering UG (haftungsbeschränkt) specializes in digitizing business processes with the help of augmented reality (AR), virtual reality (VR) and artificial intelligence (AI). As software-as-a-service, Spacific Engingeering UG (haftungsbeschränkt) offers the following products:
XR Scan: An application for planning measurement using sensor technology from AR-enabled end devices. The solution is designed as a business process solution and generates an individual intelligent 3D model. Object recognition technology is also used in the process.
XR Scene: An application for visualizing 3D content in real space. For XR Scene, the 3D data is stored in the Spacific Solution Platform and then visualized in a person-specific manner. A location-independent and a location-based augmented reality mode can be selected.
XR Creator: is a cloud-based application to create and display 3D content browser-based.
Furthermore, Spacific Engingeering UG (haftungsbeschränkt) offers its customers various consulting services and workshops.
The following terms of use regulate the rights and obligations of the customer and Spacific Engingeering UG (haftungsbeschränkt) to each other.
§ 1 Applicability, Individual Agreements
(1) These Terms of Use (hereinafter: "GTC") apply to the use of the Software as a Service (SaaS) services XR Scan, XR Scene and XR Creator (hereinafter: "SaaS Services" or "Software") of the company Spacific GmbH, Drögensee 39b, 22397 Hamburg, Germany, www.spacific.de (hereinafter: "Provider") by the customer (hereinafter: "Customer"; Customer and Provider hereinafter also "Parties" and individually "Party"), insofar as no other agreement has been expressly made between the Parties. Individual agreements between the Parties shall take precedence over these GTC insofar as they deviate from these GTC.
(2) Deviating and/or conflicting general terms and conditions of business/use of the Customer shall not apply, even if the Provider does not separately object to their application in individual cases.
(3) Legally relevant declarations and notifications by the Customer to the Provider (e.g. setting of deadlines, notifications of defects, declaration of withdrawal or reduction) must be made in text form to be effective.
(4) Even if no separate reference is made to this in the future conclusion of similar contracts, the Provider's General Terms and Conditions shall apply exclusively in the version applicable at the time of the Customer's declaration (available at www.spacific.de/rechtliches), unless the Parties agree otherwise.
(5) If a service level agreement (hereinafter: "SLA") has been agreed between the parties, the provisions of the SLA shall apply with priority.
(6) The offer of the Provider is exclusively directed at entrepreneurs who act in the exercise of their commercial or freelance activity when concluding a contract with the Provider.
(7) Insofar as the Customer purchases the Provider's products via the ADAMOS STORE (https://adamos-store.com/) of ADAMOS GmbH, Landwehrstraße 55, 64293 Darmstadt, (hereinafter referred to as "ADAMOS"), the provisions of § 17 shall apply in addition.
§ 2 Subject matter of the contract, scope of services
(1) The subject of the Provider's performance is
(i) the provision of the SaaS Services in the respective current version for use by the Customer,
(ii) the provision of the storage space required for the use of the SaaS Services, and
(iii) the granting or procurement of rights of use to the SaaS Services by the Provider,
against payment of the agreed fee by the Customer.
(2) The respective scope of services of the SaaS services depends on the product module booked by the Customer (Basic, Professional or Enterprise). The respective scope of services of the SaaS services can be viewed on the website of the Provider at https://www.spacific.de/aufmass-app-xr-scan/ (XR Scan), https://www.spacific.de/ar-app-xr-scene/ (XR Scene) and https://www.spacific.de/web-ar-xr-creator/ (XR Creator). The scope of services of the SaaS services is deemed to be agreed, which is described on the website of the provider at the time of the conclusion of the contract. Additional services shall only become part of the contract if the parties have so agreed.
(3) The provider shall set up the SaaS services on a server which can be accessed by the customer via the Internet by means of a web browser (hereinafter: "Spacific portal") as well as an application for mobile end devices, respectively a web application, (hereinafter: "Spacific app"). Access to and use of the provider's SaaS services takes place via the Spacific portal and the Spacific app. Individual functions of the provider's SaaS services can also be used without a permanent connection to the provider's server ("offline"). In this case, it may be necessary for the customer to connect to the provider's server at regular intervals so that the provider can check whether the customer is still authorized to use the SaaS services.
(4) For the use of the SaaS services a registration of the Customer is required. Within the scope of the registration, the Customer shall define a user name and a password (hereinafter "Log-In Data"); using the Log-In Data, the Customer can then access the SaaS Services of the Provider. The permissible number of users per license depends on the booked product module.
(5) The Provider owes the availability of the functionalities of the SaaS services described in the service description only if the Customer fulfills the system requirements described at www.spacific.de/systemvoraussetzungen. The Customer is responsible for the fulfillment of the system requirements. The Customer is solely responsible for the fulfillment of the system requirements. The provider is only responsible for the proper functioning of its systems up to the Internet nodes of its data center, as well as for the proper functioning of the Spacific portal and the Spacific app. Unless expressly agreed in writing, the creation of the prerequisites for the use of the software on the part of the customer is not the subject of the provider's services. In particular, it is the customer's responsibility to provide sufficient bandwidth for the use of the software.
(6) The Provider shall provide all services in accordance with the state of the art, taking into account the principles of economic efficiency. He shall immediately begin to remedy all errors in the SaaS services in accordance with the technical possibilities. An error shall be deemed to exist if the SaaS service does not fulfill the functions specified in the respective service description of the respective product module, delivers faulty results or does not function properly in any other way so that the use of the SaaS services is impossible or restricted.
(7) The Provider continuously develops the SaaS services and strives to constantly improve them through updates and upgrades. However, this may also result in individual functions being deleted or changed by the Provider. The functionalities of the SaaS services may be deleted or changed by the Provider if this is necessary for a valid reason and the Customer is not objectively placed in a worse position as a result compared to the service agreed upon when the contract was concluded (e.g., in the case of an improvement in functionalities). A valid reason exists in particular if the functionalities are changed due to technical innovations.
(8) The Provider is entitled to provide individual services (e.g. granting of storage space) through third parties as subcontractors.
(9) Prior to conclusion of the contract, the Customer has verified that the specifications and functions of the SaaS services meet his wishes and needs. He is aware of the essential functional features and conditions of the SaaS services. The Customer has had the opportunity to take note of the disclaimers pursuant to § 12.
(10) Product descriptions and representations are descriptions of performance, but not guarantees or warranties of characteristics. A guarantee or property.
§ 3 Conclusion of contract
(1) In order to be able to use the SaaS services of the provider, the customer must register via the Spacific portal and - in order to use further functions - install the Spacific app in the respective current version on a mobile end device of the customer. Upon completion of the registration process by the customer, a contract is concluded between the provider and the customer regarding the respective SaaS service in the "Basic" product module.
(2) The Customer is entitled to use the respective SaaS service of the Provider in the product module "Basic" free of charge for a period of 14 days, beginning with the completion of the initial registration of the Customer, for internal operational purposes, to test whether the software meets the requirements of the Customer. After expiration of the 14-day free use period, access to the functions of the Provider's SaaS services shall be completely blocked unless the Customer has deposited a payment method and thus indicated that it wishes to continue to use the SaaS services on the basis of these GTC for a fee. The deposit of a payment method can also be made after the expiration of the free usage period. The Provider is entitled to completely delete the Customer's account if the Customer does not deposit a payment method within a period of one year after expiration of the free usage period and thus indicates that he wishes to use the Provider's SaaS services for a fee.
(3) The customer is entitled to also purchase the Professional and Enterprices modules for the XR Creator product via the Spacific portal. The Customer may independently upgrade from Basic to Professional and from Professional to Enterprise. To do this, he can use the functions provided by the provider in the Solution Portal. A downgrade is only possible at the next termination date.
(4) The Professional and Enterprise product modules for the XR Scene and XR Scan products cannot be purchased via the Spacific portal or the Spacific app. If the customer intends to purchase the Professional or Enterprise product modules, he can notify the Provider of this via the Spacific portal or the Spacific app or outside of these (e.g., by e-mail). Based on the customer's individual requirements, the provider will prepare an offer, which the customer can then accept within 14 days. Upon the customer's acceptance of the offer, the contract concerning the Professional or Enterprise product modules shall come into effect at the conditions specified in the offer.
(4) All offers of the Provider are subject to change and non-binding, unless the offer is designated as binding in writing.
§ 4 Rights of Use and Scope of Use of the Software
(1) For the term of the contract, the Provider grants the Customer the simple, non-exclusive and non-transferable right to use the software of the SaaS services within the scope of the functionalities and the intended use of the SaaS services according to the service description.
(2) The Customer may only copy the software of the SaaS services, including the Spacific app, to the extent that this is necessary for the intended use of the software according to the respective current service description. Necessary and thus permitted reproduction includes loading the software into the main memory on the provider's server and installing and saving the Spacific app on the user's end device, but not installing or saving the software, even temporarily, on other data carriers (such as hard disks, third-party servers or similar) of the hardware used by the customer.
(3) The software of the SaaS services shall neither be provided to the Customer for its own permanent storage nor shall the Customer be entitled to make it accessible or to operate a data center. Unless otherwise agreed in writing in individual cases, the Customer shall not be entitled to make the Software available for use by third parties against payment or free of charge; in particular, the Customer shall not be entitled to sublet the Software. The Customer shall not be entitled to any rights not expressly granted to the Customer. In particular, the customer is prohibited from translating, editing or otherwise transforming the software, from publicly reproducing the software by wire or wireless means, including making it publicly available in such a way that it is accessible to members of the public from locations and at times of their choosing. The Customer is also prohibited from decompiling, disassembling or reverse engineering the Software, unless the Customer is entitled to do so under relevant mandatory copyright law. All rights to the source code of the Software shall be vested exclusively in the Provider. The Customer shall have no claim to access to the source code or to surrender of the source code. § Section 69e of the German Copyright Act shall remain unaffected.
(4) If the Provider provides new versions, updates, upgrades, modifications or extensions of the Software during the term or makes other changes with regard to the Software, the provisions of § 4 shall also apply to the new versions, updates, upgrades, modifications or extensions of the Software. The provisions of § 4 shall also apply if the upgrades, modifications or extensions have been ordered by the Customer and have been separately remunerated by the Customer; the Provider shall be exclusively entitled to all rights to the upgrades, modifications or extensions developed. The Provider reserves the right to incorporate the upgrades, modifications or extensions developed at the Customer's request into its product world.
(5) The SaaS services may not be used for illegal purposes (violation of applicable law, official requirements or rights of third parties).
(6) If the Customer violates the provisions of § 4, the Provider is entitled to block the Customer's access to the SaaS Services after prior notification of the Customer in text form, if the Customer does not stop the violation upon notification. The access block shall be lifted as soon as the reason for the block has ceased to exist. If the customer continues to violate or repeatedly violates the provisions of § 4 despite appropriate notification of the provider, the provider may terminate the contract without notice, unless the customer is not responsible for these violations. The right of the provider to claim damages remains unaffected.
§ 5 Granting of storage space
(1) The Provider shall provide the Customer with a defined storage space on a server operated by it or a third party for the storage of its data. The customer may store content up to a size of 2 GB on this server. If the storage space is no longer sufficient to store the data, the Provider shall inform the Customer of this in good time. Subject to availability at the Provider, the Customer may order additional storage space, if necessary for a fee.
(2) The Provider shall ensure that the stored data can be accessed via the Internet.
(3) The Customer is not entitled to transfer this storage space to a third party for use, in part or in full, against payment or free of charge.
(4) The Customer undertakes not to store any content on the storage space whose provision, publication or use violates applicable law or agreements with third parties.
(5) The Provider is obligated to take appropriate precautions against data loss and to prevent unauthorized access to the Customer's data by third parties. For this purpose, the Provider shall make daily backups, check the Customer's data for viruses and install firewalls according to the state of the art.
(6) The Customer shall in any case remain the sole owner of the data stored by the Customer on the storage space and may therefore demand the surrender of individual or all data at any time.
(7) It is the customer's responsibility to export and back up the data stored by him on the storage space in due time before termination of the contractual relationship.
(8) The data shall be surrendered at the Customer's discretion either by handing over data carriers or by transmission via a data network. The Customer shall not be entitled to also receive the software suitable for the use of the data.
§ 6 Microsoft Azure Remote Rendering
(1) As part of the XR Scene SaaS service in the Enterprise module, Customer has the option to visualize data-intensive 3D content in real size as well as in real time by means of the external Microsoft Azure Remote Rendering service (hereinafter "ARR service"). The ARR service renders the model in the Microsoft cloud, encodes the rendered model as a video stream, and streams it to the target device. This allows visualization and interaction with high-poly content even on devices with low processing power.
(2) Remote rendering can be activated by the customer within the respective scene settings. If Remote Rendering is activated, all 3D content of the respective scene will be rendered via the ARR service.
(3) Additional costs are incurred for the use of the ARR service, which will be invoiced separately to the Customer (see § 10).
(4) The use of the ARR service is only supported by selected devices. Which devices are supported can be found in the FAQ at www.spacific.de/faq.
(5) By using the ARR Service, the Customer also declares that he has had the opportunity to read the General Terms and Conditions of the ARR Service and that he accepts their content. The General Terms and Conditions of the ARR Service and further information on the ARR Service can be found at https://azure.microsoft.com/de-de/support/legal/sla/remote-rendering/v1_0/.
§ 7 Support
(1) For help and support in case of problems in the use of the SaaS Services, Customer has access to an extensive FAQ area on the website of Provider at www.spacific.de/faq.
(2) After registering in the Provider's Solution Portal, the Customer also has the option of conducting so-called Guided Tours for the Provider's products via a help area. This serves to guide and explain the use of the products on the Spacific Solution Platform.
(3) The Provider shall provide additional support exclusively on the basis of a separately concluded service level agreement (hereinafter "SLA"). The scope of the support results from the respective SLA. The conclusion of an SLA requires that the Customer uses the SaaS Services in the Professional or Enterprise module.
§ 8 Interruption/impairment of accessibility
(1) Adjustments, changes and additions to the SaaS services that are the subject matter of the contract as well as measures that serve to determine and remedy malfunctions that may lead to a temporary interruption or impairment of accessibility shall be carried out weekly on Monday afternoons between 1:00 p.m. and 3:00 p.m. (Berlin, Germany), otherwise only if this is absolutely necessary for technical reasons.
(2) Monitoring of the basic functions of the SaaS Services shall be carried out daily. The maintenance of the SaaS services is basically guaranteed from Monday to Friday 09:00 hrs to 18:00 hrs; as far as there is no public holiday. In case of serious errors - the use of the SaaS services is no longer possible or seriously limited - the maintenance will start within 3 hours from the time of knowledge or information by the Customer. The Provider shall notify the Customer of the maintenance work immediately and perform it in the shortest possible time in accordance with the technical conditions.
(3) The availability of the SaaS services agreed in each case shall be 98% on an annual average excluding maintenance work, whereby only the period from Monday 0:00 hours to Friday 23:59 hours shall be taken into account for determining the annual average. German public holidays that fall on a working day are not to be taken into account when calculating availability. However, availability may not be impaired or interrupted for more than two working days in succession (quality agreement).
§ 9 Obligations of the customer
(1) The Customer is obligated to prevent unauthorized access to the SaaS Services by third parties by taking appropriate precautions. For this purpose, the Customer shall, to the extent necessary, instruct its employees to comply with this obligation and, in particular, to comply with copyright law.
(3) Notwithstanding the Provider's obligation to back up data, the Customer itself is responsible for entering and maintaining its data and information required to use the SaaS Services.
(4) The Customer is obligated to check his data and information for viruses or other harmful components before entering them and to use state-of-the-art virus protection programs for this purpose. The customer is not permitted to gain access to non-public areas of the SaaS services or the underlying technical systems.
(5) The Customer shall generate a user name and password itself for access to the use of the SaaS Services, which are required for the further use of the SaaS Services. The Customer is obligated to keep the user name and password secret and not to make them accessible to third parties. The Customer shall inform the Provider immediately if there is any suspicion that the access data and/or passwords may have become known to unauthorized persons.
(6) The Customer is obligated to ensure that, with respect to the content (3D objects) to be visualized within the scope of the use of the SaaS services XR Scene and XR Creator, it has the corresponding rights of use to the content to be visualized.
(7) Insofar as personal data of third parties is collected, processed or used by the customer when using the SaaS services, the customer is obligated to obtain the consent of the third party concerned, insofar as no statutory or other permissible circumstance applies.
(8) The contents stored by the Customer on the storage space intended for him may be protected by copyright and data protection laws. The Customer hereby grants the Provider the right to make the content stored on the server accessible to the Customer when the Customer queries it via the Internet and, in particular, to reproduce and transmit it for this purpose and to be able to reproduce it for the purpose of data backup.
(9) If the Customer violates the obligations under Paragraph 6, Paragraph 7 and/or Paragraph 8, the Customer shall compensate the Provider for all damages resulting therefrom (e.g. fines, legal costs) and shall indemnify the Provider upon first request against any claims by third parties or governmental institutions.
§ 10 Remuneration
(1) The Customer undertakes to pay the Provider the agreed monthly fee for the use of the SaaS services and the granting of the storage space. Unless otherwise agreed, the remuneration shall be based on the Provider's price list valid at the time of the conclusion of the contract. Unless otherwise agreed, the remuneration shall be due in advance on the first working day of the respective month.
(2) If the customer uses the ARR services (§ 6), an additional fee shall be charged for this. The use of the ARR service shall be billed on an hourly basis. The customer can view the respective hourly rate for the duration of use as well as the duration of use in the Spacific portal.
(3) Invoicing shall be exclusively paperless and digital. If the customer requests that an invoice be issued and sent in paper form, the Provider shall be entitled to charge an additional processing fee of EUR 150.00 per year for this. If the customer requests an invoice in paper form, the customer shall be informed of the additional processing fee before the Provider initiates the conversion to paper invoices. If the customer objects to the levying of the processing fee, invoicing shall continue to be carried out in paperless and digital form. A (also partial) refund of the processing fee in the event of a switch back from paper invoices to paperless invoices is excluded.
(4) All prices of the Provider are exclusive of value-added tax at the legally applicable rate, unless otherwise stated in direct connection with the respective pricing.
(5) Objections to the billing of the services provided by the Provider must be raised by the Customer in writing to the Provider within a period of four weeks after receipt of the invoice. After expiry of the aforementioned period, the invoice shall be deemed to have been approved by the customer. The Provider shall specifically draw the Customer's attention to the significance of his actions when sending the invoice.
(6) Unless otherwise agreed in writing, the Customer is not entitled to a discount. Offsetting with claims other than undisputed or legally established claims is not permitted. The exercise of a right of retention that is not based on a right arising from the contractual relationship is not permitted.
(7) The processing of the payment method credit card payment is carried out in cooperation with Stripe Payments Europe, Ltd, c/o A&l Goodbody, Ifsc, North Wall Quay, Dublin 1, Ireland (hereinafter: "Stripe"), subject to the Stripe Terms of Use, viewable at https://stripe.com/de/terms, to which the Provider assigns its payment claim against the Customer; the Customer agrees to the assignment upon conclusion of a contract with the Provider. Stripe collects the invoice amount from the Customer's specified credit card account. In case of assignment, payment can only be made to Stripe with debt-discharging effect. The credit card will be charged immediately after sending the registration for the Spacific Solution Platform. The provider remains responsible for general customer inquiries even if the payment method credit card payment via Stripe is selected.
§ 11 Dealing with Defects, Exclusion of Warranty and Termination
(1) Defects in the software of the SaaS services including the documentation (e.g. the user manual) shall be processed by the Provider after the Customer has notified the Provider of the defect accordingly; insofar as an SLA has been concluded between the Parties, the defects shall be processed within the response times specified therein. The same shall apply to other disruptions to the ability to use the SaaS services, insofar as the Provider is responsible for them. Any claims for damages due to defective performance shall be governed by § 12 of these Terms of Use. As far as the availability of the SaaS services is guaranteed according to § 8 para. 3, there is no defect.
(2) The Customer's right of termination due to non-provision of use according to § 543 para. 2 sentence 1 no. 1 BGB (German Civil Code) is excluded, unless the provision of the contractual use is to be considered as failed. Production of use in accordance with the contract shall be deemed to have failed at the earliest after the second unsuccessful attempt.
(3) Insofar as SaaS services are provided free of charge, the Provider shall not assume any warranty and/or maintenance unless the Provider has caused the defect by gross negligence or intentionally.
§ 12 Liability of the Parties, Blocking of Access
(1) The Provider guarantees the functional and operational readiness of the SaaS Services in accordance with the provisions of this Agreement.
(2) Claims for damages against the Provider are excluded regardless of the legal grounds, unless the Provider, its legal representatives or vicarious agents have acted with intent or gross negligence. The provider is only liable for slight negligence if one of the essential contractual obligations was violated by the provider, his legal representatives or executives or vicarious agents. The provider shall only be liable for foreseeable damage, the occurrence of which must typically be expected. Material contractual obligations are obligations that form the basis of the contract, the fulfillment of which is essential for the proper execution of the contract, the observance of which the contractual partner regularly relies on and may rely on, and the violation of which jeopardizes the achievement of the purpose of the contract. The provider is generally liable without limitation for damages caused intentionally or negligently by the provider, his legal representatives or vicarious agents resulting in injury to life, limb or health. The legal liability according to the regulations of the product liability law remains unaffected.
(3) Notwithstanding the provision in paragraph 2, the liability of the Provider in the event of a slightly negligent breach of a material contractual obligation proven by the Customer for all loss events falling within the same contractual year shall be limited in amount in accordance with the following provisions:
- The maximum liability amount per contract year is 100% of the remuneration paid by the customer in the year of the damage event, but not more than EUR 100,000; the contract year begins with the provision of access to the SaaS services.
- If the maximum liability limit is not exhausted in a contract year, this does not increase the maximum liability limit for the following contract year.
The limitations of liability for telecommunications services pursuant to § 44a TKG shall remain unaffected.
(4) Strict liability for damages for defects that were already present at the time the contract was concluded is excluded.
(5) Insofar as the SaaS services are provided free of charge, the Provider shall not assume any liability for damages resulting from the use of the SaaS services, unless the damage results from a negligent or intentional breach of duty by the Provider, its legal representative or executive employee or vicarious agent. The statutory liability according to the provisions of the Product Liability Act shall also remain unaffected in this case. However, even in the case of free provision of the SaaS services, the Provider shall in principle be liable without limitation for damages caused intentionally or negligently by the Provider, its legal representatives or vicarious agents arising from injury to life, limb or health.
(6) Special provisions for the product XR Scan:
Depending on the configuration of the 3D models to be measured made by the Customer, the way the measurement is performed by the Customer (e.g. angle of inclination used during the measurement or speed of movement during the execution of the measurement) and/or the accuracy of the sensor technology of the end device used, the values determined by the Customer (e.g. the distance from point A to point B) may deviate from the actual values. The Provider therefore assumes no liability that the values determined by means of the SaaS Services correspond to the actual values. The customer is responsible for checking whether the values determined by means of the SaaS services of the provider are accurate before further processing. In this respect, the Provider only guarantees that the data collected by the Customer is processed correctly.
(7) The Provider shall not be liable for the loss of data insofar as the damage is based on the Customer's failure to perform data backups and thereby ensure that lost data can be restored with reasonable effort.
(8) In the event that services of the Provider are used by unauthorized third parties using the Customer's access data, the Customer shall be liable for any fees incurred as a result within the scope of liability under civil law until receipt of the order to change the access data, the report of the loss/theft or the order to acquire further user accesses, provided that the Customer is at fault for the access of the unauthorized third party.
(9) The Provider is entitled to immediately block the Saas services if there is reasonable suspicion that the stored data is illegal and/or violates the rights of third parties. A reasonable suspicion for an illegality and/or a violation of rights exists in particular if courts, authorities and/or other third parties inform the Provider thereof. The Provider shall notify the Customer of the block and the reason for it without delay. The block is to be lifted as soon as the suspicion is invalidated.
§ 13 Intellectual property
Subject to the data stored by the Customer in the System, all contents of the SaaS Services software, such as texts, graphics, logos, button icons, images and audio clips are owned by the Provider or its licensors and are protected by copyright or other rights.
§ 14 Modification of the SaaS Services, Modification of the Terms of Use
(1) The Provider is entitled to change SaaS services provided free of charge at any time, to make new SaaS services available free of charge or against payment and/or to discontinue the provision of SaaS services provided free of charge at any time. In doing so, the Provider shall take into account the legitimate interests of the Customer.
(2) The Provider is entitled to adapt these Terms of Use at any time with effect also within the existing contractual relationships to changed legal or technical conditions or with regard to further developments of the SaaS services or technical progress.
(3) The Customer shall be notified of such changes by e-mail at least 30 calendar days before the planned entry into force of the changes, provided that the adjustment is accompanied by a restriction in the usability of the SaaS services or other not only insignificant disadvantages (e.g. adjustment effort). If the Customer does not object within 30 days of receipt of the notification and continues to use the SaaS services even after expiry of the objection period, the changes shall be deemed to have been agreed effectively from the expiry of the period. In the event of an objection, the contractual relationship shall be continued under the previous terms and conditions. In the event of an objection, the Provider shall be entitled to terminate the contractual relationship subject to a notice period of 1 month to the end of the month; there shall be no refund of remuneration paid in advance. In the notification of change, the customer will be informed of his right to object and of the consequences.
§ 15 Term and termination
(1) Unless otherwise agreed in individual cases, the term of the contract shall be one year, beginning with the conclusion of the contract, and shall be automatically extended by a further year in each case if the contractual relationship is not terminated with three months' notice to the end of the respective term.
(2) The right of each contracting party to terminate the contract without notice for good cause shall remain unaffected. The Provider shall be entitled to terminate without notice in particular if the Customer fails to make due payments despite a reminder and the setting of a grace period, violates the contractual provisions regarding the use of the SaaS services or fails to conclude a contract for order processing. Termination without notice requires in any case that the other party is warned in writing and requested to eliminate the alleged reason for termination without notice within a reasonable period of time, unless the warning is recognizably not suitable to influence the Customer's behavior.
§ 16 Obligations of the Customer upon Termination of the Contractual Relationship
(1) After termination of the contractual relationship, the Provider shall be entitled and obligated to delete the Customer's data from all of the Provider's systems, unless statutory retention periods conflict therewith. The Customer is obligated to export and back up its data on its own responsibility in due time before termination of the contractual relationship. The Provider shall inform the Customer of its intention to delete the Customer's data in due time before deletion.
(2) In the event of termination of the contractual relationship, the Provider shall endeavor to support the Customer in switching to another service provider upon request and for a fee. The parties shall agree on details in a separate migration agreement. The Customer shall have no claim to support by the Provider in migrating the data to another service provider; in particular, the Customer shall have no claim to the surrender of its data in a specific file format.
§ 17 ADAMOS STORE Terms of Use
(1) Contracts concerning the ADAMOS STORE shall only be concluded with entrepreneurs within the meaning of § 14 BGB. According to § 14 BGB, an entrepreneur is a natural or legal person or a partnership with legal capacity who, when concluding a legal transaction, acts in the exercise of his commercial or independent professional activity.
(2) The prerequisite for the use of the ADAMOS STORE is the successful registration of the Customer as a participant on the ADAMOS platform by activating a user account.
(3) The purchase of products via the ADAMOS STORE is based on a contract to be concluded between the Customer and the Provider, the conclusion and content of which are governed by these GTC. A contract for the purchase of products of the Provider is concluded solely between the Customer and the Provider.
(4) Invoicing shall be carried out by ADAMOS for VAT purposes by way of VAT service commission within the meaning of Section 3 (11a) of the German Turnover Tax Act (UStG).
(5) However, payment for the products shall be made exclusively between the provider and the customer. ADAMOS is not involved in the payment process and its settlement and does not act as a trustee, nor are payment transactions initiated by ADAMOS or does ADAMOS have access to payment accounts of the customers.
(6) The Provider shall process the personal data of the Customers processed in connection with the conclusion and performance of the contract between the Provider and the Customer in compliance with the requirements of the applicable data protection provisions, in particular the General Data Protection Regulation (DSGVO) and the Federal Data Protection Act (BDSG). All information on the processing of personal data by the Provider can be found by the Participant in the Provider's privacy policy.
(7) The products displayed in the ADAMOS STORE merely represent an invitation to the Customer to submit an offer to conclude a contract for these products with the Provider.
(8) In order to make such an offer in the ADAMOS STORE, the Customer must place a product in the electronic shopping cart by clicking on the "Order Now" button. The Customer will then be redirected to an order overview where he can check, correct or cancel the order. By clicking the button labeled "Proceed to checkout", the customer is taken to another order overview, from which the customer submits a binding offer to conclude a contract with the provider by clicking the "Order subject to payment" button.
(9) After submitting his binding order, the Customer receives an automatic confirmation of receipt of his order via e-mail from the ADAMOS STORE. Going through the ordering process does not yet lead to an effective conclusion of a contract, but merely represents a binding offer by the customer to conclude such a contract with the provider. ADAMOS forwards this offer to the provider. A contract between the customer and the provider is only concluded by acceptance of the offer by the provider with a separate e-mail, which the provider will inform the customer of by another e-mail via the ADAMOS STORE.
(10) Within the framework of the conclusion of the contract, ADAMOS shall neither act as a representative nor as a vicarious agent of the Provider and is not itself obligated to provide the service. In this respect, ADAMOS acts merely as a receiving messenger for the respective declarations of intent by the Provider and the Customer.
(11) After conclusion of the contract, the provider stores the text of the GTC on its own systems, which are not accessible to the customer. The customer can view his orders and contract data in his user account. However, the full text of the GTC is not accessible there. The participant must open these in a separate window in the step before clicking on the "Order with obligation to pay" button by clicking on the GTC and the provider's data protection declaration and print or save them independently.
(12) If the provisions in § 17 contradict the other provisions in these GTC, the provisions of this § 17 shall prevail.
§ 18 Data protection/secrecy
(1) The customer shall comply with the applicable data protection provisions when using the SaaS services.
(2) Within the scope of the customer's registration via the Spacific portal, the customer shall be obliged to conclude a separate agreement on commissioned processing with the provider, in which in particular the object and duration of the processing, the type and purpose of the processing, the type of personal data, the categories of data subjects and the customer's obligations and rights existing within the scope of the commissioned processing are specified. It shall not be possible to use the SaaS Services without the conclusion of the Order Processing Agreement. If the agreement on commissioned processing is terminated by the Customer, the Provider shall be entitled to extraordinarily terminate the contractual relationship without notice in accordance with the provisions of § 15.
(3) The Provider undertakes to maintain strictest secrecy about all confidential processes, in particular business or trade secrets of the Customer, which come to its knowledge in the course of the preparation, execution and fulfillment of this Agreement and to neither pass them on nor exploit them in any other way. This shall apply to any unauthorized third parties, i.e. also to unauthorized employees of both the Provider and the Customer, unless the disclosure of information is necessary for the proper fulfillment of the Provider's contractual obligations. In cases of doubt, the Provider shall obtain consent from the Customer prior to such disclosure.
(4) The Provider undertakes to agree with all employees and subcontractors used by it in connection with the preparation, execution and fulfillment of this Agreement on a provision identical in content to the foregoing paragraph 3.
§ 19 Applicable law, place of jurisdiction
(1) The substantive law of the Federal Republic of Germany shall apply to this contract to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
(2) The exclusive place of jurisdiction for disputes arising from this contract shall be Hamburg.
§ 20 Miscellaneous
(1) Verbal collateral agreements have not been made.
(2) Should any provision of this contract be or become invalid, this shall not affect the validity of the remainder of the contract. The same shall apply in the event of a gap in the contract.
(3) Annexes referred to in this contract shall form an integral part of the contract.
(4) Only the German text of the contract shall be binding. Translations into other languages are for information purposes only.