Terms and Conditions
This Software-as-a-Service Subscription Agreement (the “Agreement”) is entered into as of the date you (“Customer”) jointly sign an subscription contract with the subscription provider (“The Provider”) by reference to this Agreement (“Subscription Contract”). This date shall then be deemed to be the “Effective Date“.
The following General Terms and Conditions are a translation of the Terms and Conditions in the German language. Validity always lays within the German Terms and Conditions.
1. Scope of Services1.1 Provider shall provide the Services during the term of the Subscription in accordance with the terms of this Agreement.
1.2 Subject to Customer’s purchase of the User Subscription(s) and subject to the limitations set forth in this Section 1 and the terms of the Agreement, Provider hereby grants to Customer the non-exclusive, non-transferable right to permit Authorized Users to use the Services during the term of the Subscription.
1.3 The Provider is continuously developing the Software and will improve it through ongoing updates and upgrades. The respective current scope of functions results from the service description on the Provider’s website.
1.4 The Provider shall continuously monitor the functionality of the Software and eliminate software errors to the extent technically feasible. An error exists in particular if the software, does not fulfill the functions specified in the service description, delivers incorrect results or does not work properly in any other way, so that the use of the software is impossible or significantly limited.
2.1 Provider warrants that the Services (excluding third party applications) will be provided with reasonable skill and care over the term of the Subscription.
2.2 The warranty given in Clause 2.1 shall not apply to the extent that the deviation is due to the fact that the Customer has not used the Services in accordance with the Provider’s instructions, or that the Services have been modified or changed by persons other than the Provider or its vicarious agents. If the Services deviate from the warranty set forth in Section 2.1, the Provider shall, at its own expense, make all commercially reasonable efforts to promptly remedy the deviation. Such remedy or replacement shall constitute Customer’s sole and exclusive remedy and Provider’s sole and exclusive liability for the breach of warranty. Notwithstanding the foregoing:
2.2.1. Provider does not warrant that Customer’s use of the Services will be uninterrupted or uninterrupted or that the Services and/or the information obtained by Customer through the Services will meet Customer’s requirements;
2.2.2. Provider is not responsible for any delays, delivery failures or other damages resulting from Customer’s access to and use of the Services through third party applications (such as Microsoft Teams) or data transfer over communications networks and facilities, including the Internet. Customer acknowledges that the Services may be subject to limitations, delays or other problems inherent in the use of such communications facilities;
2.2.3 Provider shall not be responsible for any viruses not detected by Provider despite Provider’s use of commercially reasonable current virus detection methods;
2.2.4 neither Provider nor its suppliers shall be liable in any way for the accuracy, completeness or timeliness of any Customer Data or for any decision or action of Customer, any Authorized User or any other third party based on Customer Data.
2.3 Except as expressly provided in this Section 2, Provider (and its affiliates and suppliers) disclaim all other warranties, express, implied or statutory, including warranties and conditions of merchantability, accuracy, conformity to description, fitness for a particular purpose or use and satisfactory quality, and non-infringement.
2.4 If Customer installs or activates Third-Party Applications to be used with the Services or if Customer uses the Service through a Third-Party Application, Customer acknowledges that Provider may permit providers of such Third-Party Applications to access Customer Data and Authorized User Data if and to the extent necessary for interoperability between such Third-Party Applications and the Services. Provider is not responsible for the disclosure, modification or deletion of Customer Data and Authorized User Data as a result of such access by Third-Party Application providers, and such access to and use of Customer Data and Authorized User Data is subject to the privacy policies of the applicable Third-Party Application provider. The Services provide Customer with the ability to limit such access by preventing Authorized Users from installing or enabling such Third-Party Applications for use with the Services.
2.5 Services may also be restricted in other ways as specified in the Subscription Contract, such as by limiting storage capacity, bandwidth and/or file size for attachments, such as photos or files.
3. Availability of Services and Support
3.1 Email support is available to users. The Provider will respond to requests in writing as soon as possible after receiving the relevant question.
3.2 Provider shall use commercially reasonable efforts to provide the Services with a high level of availability. Planned as well as unplanned outages cannot be excluded by the Provider.
3.3 Monitoring of the basic functions of the SaaS Services shall be performed on a daily basis. The maintenance of the SaaS services is generally carried out from Monday to Friday 08:00- 18:00.
4. System requirements
Prerequisites for the use of Micromate are, on the part of the user, Internet access, a web-capable end device such as a computer or a smartphone with a current browser (Chrome, Firefox, Safari or Edge) and a current version of the chat software intended for Micromate.
5. Term and termination
5.1 This Agreement shall run from the Effective Date for the Initial Subscription Term.
5.2 Subscriptions are concluded for the respective agreed term. The subscriptions may be terminated by either party by giving thirty days’ notice as of the end of the respective term. If no notice of termination is given, the subscription and this contract shall be automatically extended by a further term in each case. Unless otherwise agreed, invoicing shall be made in advance for the respective term.
5.3 The termination by the customer must be made in writing in the form of an e-mail to firstname.lastname@example.org. Following the termination, the Provider will send an e-mail with a confirmation to the Customer. Once this confirmation has been received, the customer account will be terminated after the expiry of the notice period.
5.4 Upon termination of this Agreement for any reason whatsoever:
- all rights granted under this Agreement shall immediately terminate;
- the Customer shall cease to use the Services;
- the Customer shall immediately make all payments due under this Agreement;
- Provider may destroy or otherwise dispose of all Customer Data in its possession.
5.5 Without prejudice to any other rights or remedies that may be available to the parties, Provider may terminate this Agreement without notice in writing to Customer at any time if Customer:
- falls into bankruptcy or the bankruptcy proceedings have been discontinued for lack of assets;
- is in arrears with payment obligations arising from this contractual relationship to the extent of at least one month’s fees and has been reminded unsuccessfully by setting a grace period of two weeks and threatening to terminate the contract;
- culpably violates legal regulations or interferes with copyrights, industrial property rights or name rights of third parties when using the services that are the subject of the contract;
- uses the distributed services for the purpose of promoting criminal, unlawful or ethically questionable actions.
6. Costs and payment
6.1 The Customer undertakes to pay to the Provider for the use of the Software the fee agreed in accordance with its subscription plus VAT at the statutory rate.
6.2 The Provider shall invoice the Customer in advance of the effective date of the Subscription for the term of the Subscription.
6.3 The Provider is entitled to adjust the fees and service content by written notice to the Customer, in each case as of the next possible termination date. Reasons for such a change in service are, in particular, technical progress and further development of the software. If the customer does not want to continue the contract at the changed rates, he is entitled to extraordinary termination with a notice period of 14 days to the date of change.
6.4 All charges are payable within 30 (thirty) days from the invoice date.
6.5 In case of late payment, the Provider is entitled to temporarily restrict the Customer’s access, block it and refuse to release the stored data. In this case, the agreed fee remains owed in full even during the restriction. Access will be reactivated after payment of the outstanding invoices.
7. Obligations of the customer
7.1 The Customer shall provide all necessary cooperation services and provide all information reasonably required by the Provider for the provision of the Services. In the event of delays in Customer’s assistance, Provider may reasonably adjust agreed schedules or delivery dates.
7.2 The Customer shall ensure that Authorized Users use the Services in accordance with the terms of this Agreement, comply with all applicable laws and regulations regarding actions taken pursuant to this Agreement, and use the Services solely for lawful purposes. Customer shall be liable for breaches of this Agreement by Authorized Users.
7.3 Customer shall be solely responsible for the provision and maintenance of its network connectivity and telecommunication links and for any problems, conditions encountered, delays and failures of delivery due to or related to Customer’s network connectivity or telecommunication links.
7.4 The Customer shall use its best efforts to prevent unauthorized access to or use of the Services and, in the event of unauthorized access or use, shall immediately notify the Provider thereof.
7.5 The Customer shall not insert any inappropriate content or viruses, other information or other material which, in whole or in part, or access to or use of which, constitutes a criminal offense or is otherwise unlawful, including infringement of third party intellectual property rights. Provider reserves the right, but is not obligated, to remove such content from where Provider, in its sole reasonable discretion, deems such content to be inappropriate, with appropriate notice to Customer.
7.6 Customer is solely responsible for moderating the Content posted by Authorized Users and for instructing Authorized Users with Customer’s own guidelines as to what they may and may not post using the Services.
7.7 Customer is solely responsible for the accuracy, completeness, design, adequacy, creation, maintenance and updates of all Customer Data used in the use of the Services. Provider shall not be liable for any errors or inaccuracies in the Customer Data or beyond their responsibility to accurately reflect the Customer Data as directed by Customer.
7.8 Customer shall be responsible for obtaining all necessary permissions and approvals required to use the Customer Data (if applicable herein, including, without limitation, the permissions and approvals of the owners or permission holders of Third Party Information) and as part of the Services, and Customer warrants and represents that such permissions and approvals have been obtained.
7.9 The Customer undertakes that the maximum number of Authorized Users to whom it allows access to and use of the Services shall not exceed the number of User Subscriptions purchased by the Customer from time to time. Customer further agrees not to allow a User Subscription to be used by more than one per Individually Authorized User unless the Subscription has been fully transferred to another Individually Authorized User, in which case the original Authorized User shall no longer be authorized to access and use the Services.
7.10 Customer agrees that each Authorized User shall create a secure password for Customer’s use of the Services, and that such password shall be changed frequently (at least every 60 days) and kept confidential by each Authorized User.
7.11 Customer will not attempt to copy, modify, duplicate, make derivative works of, frame, mirror, republish, download, display, transmit or distribute the Software or any portion thereof in any form or by any medium or means.
7.12 Customer will not attempt to decompile, disassemble, reverse engineer or otherwise convert the Software or any part thereof into a human recognizable format.
7.13 Customer will not access the Services or any part thereof to build a product or provide a service that competes with the Services.
7.14 The Customer will not use the Services to provide services to third parties unless agreed in writing with the Provider.
7.15 The Customer shall not sublicense, sell, rent, lease, transfer, assign, distribute, display, disclose or otherwise commercially exploit the Services or make them available to third parties other than Authorized Users, unless agreed in writing with the Provider.
7.16 Customer shall not attempt to gain access to or assist any third party in gaining access to the Services in any manner other than as set forth in this Section 7.
8. Intellectual Property RightsCustomer acknowledges and agrees that Provider and/or its licensors hold all intellectual property rights in the Software, Services and Provider Data. Except as otherwise expressly provided herein, this Agreement does not give Customer any claim to any patents, copyrights, database rights, trade secrets, trade names, trademarks (registered or unregistered), or other rights or licenses with respect to the Software, Maintenance Releases, Services, or Provider Data.
9.1 Except for amounts owed by the Customer to the Provider under this Agreement, and subject to the provisions of Clause 10, the aggregate liability of the parties for any loss or damage suffered by the other (whether due to breach of contract, tort (including negligence) or otherwise) arising out of or in connection with this Agreement for each Claim Year shall be limited to the aggregate amount of the Fee paid by the Customer in that Claim Year.
9.2 To the extent permitted by law, the Provider excludes any liability to the Customer (or any third party) in particular for the performance of its contractual and non-contractual obligations, for loss of data, indirect damages, consequential damages, or other indirect damages arising from this Agreement, or for loss of profit, loss of anticipated savings, business opportunities, goodwill, or for loss of revenue, use or data (including damage to data). This disclaimer also applies to the damage caused directly or indirectly by the use of the Provider’s software.
9.3 Provider shall have no liability to Customer under this Agreement if it is prevented or delayed in the performance of its obligations under this Agreement, or if it is prevented from doing business because of any act, event, omission or accident beyond Provider’s reasonable control, including, without limitation, strikes, lockouts or other labor disputes (whether involving Provider’s or third party personnel), failure of utilities or of transportation or telecommunications networks, acts of God, war, riot, civil commotion, willful damage to property, fire, flood or storm. The Provider shall notify the Customer of such events and their expected duration.
10.1 If a claim is made against the Provider by third parties or governmental authorities in connection with Services, the Customer shall fully indemnify the Provider in the following cases: (i) claims arising from product liability; (ii) claims for infringement of third party patent rights.
10.2 The obligation to indemnify shall not apply if the Provider itself is responsible for the claim due to intentional or negligent breach of a contractual obligation.
10.3 In addition to compensation for justified third-party claims, indemnification shall also include the Provider’s legal costs and reasonable attorney’s fees.
11.1 All notices shall, except as provided in this Agreement or by law, be in a a stricter form is mandatory, in writing in German to the addresses specified in the registration of the customer or on the homepage of the provider. The transmission via e-mail satisfies the written form requirement in each case. Notices sent by the Provider to the e-mail address indicated by the Customer during registration shall be deemed to be written notices in any case. All notices shall be deemed given and received either upon their actual receipt or 3 (three) days from the date and time of sending the e-mail, whichever is earlier.
11.2 The Parties are obliged to notify the other Party of any change of address (including e-mail) without undue delay, failing which notices sent to the address last notified in writing shall be deemed to have been received with legal effect.
Both parties may be given access to confidential information of the other party in order to perform their contractual obligations. Confidential Information does not include information that:
(a) is or becomes publicly known, and has not become so because of an act or omission of the receiving party;
(b) was already in the lawful possession of the other party prior to disclosure;
(c) were lawfully disclosed to the receiving party by a third party without the existence of any restrictions on disclosure;
(d) were independently developed by the Receiving Party and such independent development can be demonstrated in writing; or
(e) required to be disclosed by law, by order of a court of competent jurisdiction, or by a regulatory or administrative agency.
The Parties shall keep each other’s Confidential Information confidential and shall not make the Confidential Information available to any third party except on the basis of legal requirements. They shall also not use the Confidential Information for any purpose other than the performance of this Agreement. The Parties shall take reasonable measures to ensure that the other Party’s confidential information available to them is not disclosed or disseminated by its employees or agents in violation of the provisions of this Agreement.
The Parties shall not be responsible for any loss, destruction, modification or disclosure of Confidential Information caused by third parties.
12.3 The Customer acknowledges that the details of the Provider’s software, services, data and the results of performance tests conducted in respect of the Services constitute confidential information of the Provider. The Provider acknowledges that the Customer Data constitutes confidential information of the Customer.
12.4 Provider shall be entitled to name Customer as a reference for advertising purposes unless Customer has expressly notified Provider otherwise in writing and Customer’s request in this regard is reasonable.
13. amendments to the general terms and conditions13.1 The Provider may amend these GTC and supplementary terms and conditions at any time. The changes will be communicated in a timely manner and in an appropriate manner. If the User does not agree with the changes, he may terminate his subscription on the next possible termination date.
13.2 Between the user and the provider, the current version published on micromate.ai applies.
14.2 Comprehensive character
This Agreement, together with the Subscription Contract, constitutes the entire agreement between the parties and supersedes all prior agreements between the parties relating to the subject matter of this Agreement. Unless otherwise expressly agreed in writing, this Agreement shall apply in lieu of, and take precedence over, any terms or conditions contained or referred to in correspondence or elsewhere, or the application of which is implied by custom or regular practice. General terms and conditions or other conditions from an order or other documents issued by the Customer in connection with this Contract are not binding for the Provider. By entering into this Agreement, each party acknowledges and agrees that it has not relied on any representations made by the other party that are not contained in this Agreement. Such representations are excluded. Nothing herein shall limit liability for representations fraudulently made.
Continuance. In addition to the provisions that by their nature survive termination or expiration of this Agreement, the provisions of Sections 5.4, 8, 9, 10, 11, 12, 13, 14 of this Agreement shall also survive termination or expiration of this Agreement.
14.4 Third party rights
Persons who are not parties to this Contract shall not be entitled to enforce, nor shall they benefit from, the provisions of this Contract.
The waiver of any right under this Agreement shall be effective only if in writing and shall apply only to the party to whom the waiver is made and only to the circumstances giving rise to such waiver. Unless otherwise expressly agreed, the rights arising under this Agreement shall be cumulative and not exclusive of any statutory rights.
14.6 Severability clause
If any provision of the Contract (or any part thereof) is found to be invalid, unenforceable or illegal by any court or authority of competent jurisdiction, the remaining provisions shall remain in full force and effect. If an invalid, unenforceable, or illegal provision would become valid, enforceable, or legal by partial deletion of the provision, then that provision shall apply with such modification as is necessary to give effect to the parties’ economic intent.
14.7 Jurisdiction and choice of law
14.7.1 The parties agree with respect to all legal relationships arising from this
contractual relationship, the application of the law of the Swiss Confederation to the exclusion of the rules of private international law (IPR) and the UN Uniform Law on the International Sale of Goods (CiSG).
14.7.2 For all disputes arising in the course of the performance of this contractual relationship, the registered office of the Provider is agreed as the exclusive place of jurisdiction.