General Terms and Conditions of Supedio GmbH
Preamble
The following general terms and conditions of contract (hereinafter referred to as "GTC") apply to the use of software programs (hereinafter referred to as "software") manufactured by Supedio GmbH, hereinafter referred to as Supedio, and provided to entrepreneurs as a software-as-a-service service.
The following conditions apply between the contracting parties:
1. the contractual scope of services of the software (according to the performance certificate)
2. the conditions laid down in the contract
3. the following GTC
In the event of discrepancies and/or contradictions, the aforementioned regulations shall apply in the order listed.
The customer's general terms and conditions do not apply, even if Supedio does not expressly contradict them. Only the terms and conditions of Supedio GmbH apply.
If changes to these T&Cs are intended, the Customer will be notified in writing before they take effect. If no written objection is made, this shall be deemed to be acceptance of the changes to these Terms and Conditions.
In the event of significant changes to the GTC, the customer is entitled to a special right of termination at the time the changes take effect.
1 Subject matter of the contract
The subject of the contract is Supedio's software solutions:
The data collected, processed and generated by the software is stored on the servers of the data center. The place of performance is the data center of Supedio or its service providers.
2 Type and scope of services
The type and scope of the mutual services are determined in the context of the conclusion of the contract on the basis of an offer from Supedio and its acceptance by the customer.
Minor deviations and deviations due to technical reasons that occur due to legal regulations or in the course of maintaining or improving Supedio's services, or in the context of the technical development of Supedio's service structure, are permissible, provided that they do not impair the usability for the contractually intended purpose and are reasonable for the customer. This also applies to any replacement of performance characteristics by equivalent or higher-quality performance characteristics.
Dates for the set-up and initial provision of services in Supedio's offers depend on the individual circumstances of the customer and are therefore non-binding, unless deadlines and dates have been expressly marked as binding in the context of the conclusion of the contract.
Supedio is entitled to use third parties (e.g. data center operators) to provide services.
3 Rights
Supedio grants the Customer a non-exclusive, non-transferable and non-sublicensable right to use the software products specified in the Agreement for the duration of the Agreement. The software is provided server-based via the Internet.
The customer can demand the release of his data within 30 days after the end of the contract. After this period, Supedio will delete all data, unless there are any legal retention obligations. There is no entitlement to later publication.
The data is handed over by electronic transmission. However, the customer is not entitled to receive software suitable for the use of the data.
The Customer's rights under this Agreement are not transferable to third parties.
4 Obligations of the customer
In order to enable the proper performance of the contract by Supedio, the customer will provide the information necessary for the performance of the contract when concluding the contract.
The Client shall bear any additional expenses incurred by Supedio as a result of additional work having to be performed as a result of incorrect or incomplete information provided by the Client. The price list of Supedio in the current version applies.
When concluding the contract, the customer shall designate a contact person to Supedio who will serve as a binding and authorized contact person. The Client is obliged to notify Supedio immediately in text form of any change in the contact person or his communication data.
The customer undertakes to use the software exclusively in accordance with the contract. The use is limited to the contractually agreed scope (e.g. number of users, transactions).
In this respect, the customer must ensure that the data communication runs in accordance with the contract. In particular, the customer must refrain from sending or uploading unwanted data (e.g. errant data, spam, illegal or immoral data).
The customer assures Supedio that he is entitled to use and transmit any data material transmitted in the context of the service.
It is prohibited to pass on software from Supedio or access to it to third parties, or to make it accessible to third parties in any other way.
The Customer is not entitled to decompile, reproduce and/or use parts of the Software to create a separate application.
It is prohibited to remove, change and/or modify copyright information. Customer hereby acknowledges Supedio's names, trademarks and other intellectual rights in relation to the Software Products and related documentation.
5 Term of Contract and Termination
The contract has a term in accordance with the offer from the date of documented acceptance of the offer. If no specific term has been agreed in the offer, e.g. by paying the monthly costs in advance for a certain period, then a term of one month applies.
The Service Term will automatically renew for the previous Term at the end of each Term, unless terminated by either party. The service can be terminated at any time in writing with effect from the end of the following month (e.g. by e-mail to info@supedio.com). Services ordered before the termination and possibly already paid for, which have not yet been fully used by the end of the contract, will not be refunded.
The right to terminate for good cause remains unaffected by this.
In particular, Supedio is entitled to terminate for good cause:
- in the event of payment arrears by the customer,
- in the event of violations of contractual agreements in accordance with the performance certificate, the AV contract and/or these GTC.
In this case, Supedio also reserves the right to assert claims for damages against the customer resulting from the breach of contract.
Supedio is entitled to temporarily block access to the Software if the Customer violates material contractual obligations or is in default of payment.
Any termination must be in writing.
6 Service Level
Supedio reserves the right to further develop and change services after the conclusion of the contract in the course of technical progress and/or performance optimization.
Supedio ensures that the software provided is operated in a suitable environment with suitable hardware.
The availability of the data center network is 99% on an annual average. This does not apply to periods that Supedio marks as maintenance windows and availability disruptions for which Supedio is not responsible. In the event of force majeure, Supedio is exempt from the obligation to perform. Claims due to unavailability only exist within the framework of the liability regulations.
The customer's connection to the Internet is the sole responsibility of the customer.
7 Prices and Terms of Payment
For the services of Supedio, the fee agreed in the contract or on the basis of the price list valid at the time of conclusion of the contract will be charged.
One-off / special payments will be invoiced at the conclusion of the contract or then annually in advance.
Ongoing monthly fees are calculated at the end of each billing month.
Payments are made non-cash within the payment term stated on the respective invoice without deductions by direct debit or bank transfer.
In the event of default of payment, Supedio is entitled, among other things, to demand default interest in the amount of 9 percentage points above the respective base interest rate p.a.
Supedio reserves the right to change fees to a reasonable extent after the expiry of the agreed contract term or to impose new access and use fees for the service. Notice of fee changes will be given to Customer in text form at least 60 days prior to their effective date.
If the customer does not expressly object in text form within a period of 30 days from receipt of the notification, consent to the amended fees shall be deemed to have been given.
8 Right of Retention / Offsetting
If the payment deadline is exceeded and default of payment occurs, Supedio may restrict/discontinue performance by exercising a right of retention.
The customer is not entitled to set-off, except in the case of legally established claims or claims recognized by Supedio in writing.
9 Warranty
Any errors in the software and the associated documentation will be corrected by Supedio free of charge within a reasonable period of time.
The customer is obliged to inform Supedio immediately after discovering any errors.
Supedio may, at its sole discretion, either make improvements or provide the customer with a newer version of the software in order to fulfill the warranty obligation.
If the software is not used by the customer in accordance with the contract, warranty claims are excluded.
The limitation period is one year.
Supedio does not owe the achievement of any particular economic success.
10 Liability
Supedio GmbH is not liable for any loss of data by the customer. In this respect, it is solely the responsibility of the customer to ensure that his data is adequately secured before, during and after the contractual cooperation with Supedio GmbH.
Data recovery by Supedio GmbH is not owed.
Supedio GmbH is only liable for damages that have not occurred to the subject matter of the contract itself:
- in case of intent
- in the event of gross negligence
- in the event of culpable injury to life, limb or health
- in the case of malice
- or in the case of the assumption of guarantees for the quality or other guarantees.
Supedio is only liable for data loss if it was caused by intentional or grossly negligent conduct. The amount of liability is limited to the foreseeable damage typical for the contract.
All other claims, in particular from strict liability, are excluded.
Liability under the Product Liability Act remains unaffected by the above limitations of liability.
11 Confidentiality / Data Protection / Marketing
The contracting parties undertake to keep secret all information and documents that become known to them from the other contracting party in the course of the performance of the contract.
This does not apply to generally known or accessible information.
The provisions of the EU GDPR and the BDSG apply in the context of the execution of the contract. The customer is the controller within the meaning of the aforementioned regulations.
By exchanging or providing personal data, the customer also agrees to the data processing. The processing of personal data is carried out exclusively on the basis of a separate order processing agreement.
Supedio may use the name of its customer for advertising purposes in a form customary in the industry, for example by advertising with the company name and/or the company logo on its website, unless the customer has objected to this use.
12 Written Form / Communication / Place of Jurisdiction
All changes and additions to the contractual agreement made must be recorded in writing. This also applies to a possible waiver of this written form requirement.
Supedio is entitled to handle all correspondence – including invoicing – by email.
The exclusive place of jurisdiction for all disputes arising from this contract is the registered office of Supedio GmbH, insofar as the client is a merchant, a legal entity under public law, a special fund under public law or without a place of jurisdiction in Germany. Without prejudice to this, Supedio GmbH is entitled to sue the Client at its general place of jurisdiction.
The law of the Federal Republic of Germany applies exclusively, to the exclusion of private international law and the UN Convention on Contracts for the International Sale of Goods.
The language of the contract is German.
13 Severability
Should individual provisions of the contractual agreement or these general terms and conditions be or become invalid in whole or in part, the validity of the remaining provisions shall not be affected.
Rather, the invalid provision shall be replaced by a valid provision to be replaced by the parties that corresponds as closely as possible to the economic purpose of the invalid provision. The same applies to any gaps in the contract.