by perceptos GmbH (hereinafter "perceptos"), Leopoldstr. 8-10, 80802 Munich, legally represented by the managing directors Dr. Michele Brocco and Matthias Ehinger, for the access to the web application “IdeaClouds” (hereafter "web app") and the use of this web app through ordering a Software-as-a-Service license (hereinafter “SaaS license”) or an on-premise license by a customer.
Contract languages are German and English.
perceptos reserves the right to change or amend the terms and conditions. perceptos shall notify the customer in writing or in text form (§ 126b BGB) of any changes or additions to the terms and conditions at least four weeks before they take effect, together with information about the effective date and the customers right of termination (amendment notice). The amended or supplemented terms and conditions shall only apply if the customer does not exercise his right to terminate the contractual relationship in writing after receipt of the amendment with a notice period of 30 days at the time the changes or additions to the terms and conditions come into effect (special right of termination). If the customer does not make use of his special right of termination or does not make use of it in due time, the changed or supplemented terms and conditions shall become part of the contract at the time of its effective date.
§ 1 Subject of the contract
The following general agreements apply to the provision of the web app by perceptos and the use of the web app by the customer as well as the users authorized by it according to the software description attached to the corresponding quote and order confirmation. The customer assures that he is not a consumer within the meaning of § 13 BGB.
The customer can order the following licenses to use the web app:
- “IdeaClouds Free” (SaaS license free of charge)
- “IdeaClouds Basic” (paid SaaS license)
- “IdeaClouds Pro” (paid SaaS license)
- “IdeaClouds Business” (available as paid SaaS and paid on-premise license)
After purchasing a SaaS license, the customer receives the technical possibility and authorization to access the web app, which is hosted by perceptos on the servers of perceptos or the servers of third parties subcontracted by perceptos, via the medium Internet and according to the software description in the corresponding quote, the order confirmation and this agreement to use the functionality of the web app.
After purchasing an on-premise license, the customer receives the technical possibility and authorization to host and to operate the web app in a data center chosen by the customer as well as to use the functionality of the web app according to the software description in the corresponding quote, the order confirmation and this agreement.
A customer who signs up for the web app via the IdeaClouds website (https://www.ideaclouds.net/) or via an IdeaClouds Enterprise platform first orders the "IdeaClouds Free" license free of charge to use the web app. The customer has the option to convert his free license "IdeaClouds Free" into a paid license ("IdeaClouds Basic", “IdeaClouds Pro” or “IdeaClouds Business”) via "Upgrade" in the web app.
The paid licenses, which contain various additional and extended functions compared to the free license, can be ordered upon receipt of an offer from perceptos.
§ 2 Conclusion of contract
- perceptos offers the purchase of licenses to use the web app via the IdeaClouds "Pricing" website or in a written quote to the customer.
- The information contained in catalogs, advertisements and web pages are non-binding and does not constitute a quote by perceptos.
- The customers order of a "IdeaClouds Free" license constitutes an offer to perceptos to to enter into a contract for the use of the web app.
- The customers order of the paid license "IdeaClouds Basic", “IdeaClouds Pro” or "IdeaClouds Business" constitutes an offer to perceptos to to enter into a contract for the use of the web app. The contract is concluded upon receipt of the order confirmation by the customer, but at the latest upon the provision of the service by perceptos.
- The customer who orders licenses via the IdeaClouds website or in the web app authorizes perceptos to send instructions to the financial institution that issued the customers credit card to take payments from this credit card account.
- In case the article descriptions or prices in the customers order and the last submitted quote differ, the quote is invalid and a new quote must be requested.
§ 3 Type and scope of services
- perceptos provides the customer access to the web app
- via the medium Internet (applies to "SaaS licenses") or
- by providing a copy of the web app and a license key (applies to “on-premise licenses”)
- The scope of functions results from the current service description of the web app in the respective quote and order confirmation. perceptos reserves the right to make changes (for example, through the use of newer or different technologies, systems, procedures or standards) as a result of technical progress and performance improvement after conclusion of the contract, without, however, entailing any material change in the performance of the services provided by perceptos.
- The data collected, processed and generated by the web app is stored on the servers hosting the web app. The customer remains in any case the sole owner of this generated data. The responsibility for the admissibility of the collection, processing and use of data as well as for the protection of the rights of data subjects (information, use, correction, blocking, deletion) lies with the customer.
- In the event Customer purchases a SaaS license, perceptos will periodically update the Web App and take care of maintaining the web app.
In the event that the customer purchases an on-premise license, the maintenance of the web app is agreed in an additional maintenance contract.
- The customers network connection for the use of the web app including the transmission paths as well as the functionality of his own computer are the responsibility of the customer and are not part of the scope of services and features of the offer. The area of responsibility of perceptos begins at the transfer point.
In the event that the customer purchases a SaaS license, the handover point is the interface between the Internet medium and the web app hosted on perceptos or third party servers by perceptos.
In the event that the customer purchases an on-premise license and no other agreement has been made in the offer, perceptoss responsibility for providing the web app ends with the delivery of a license key and a copy of the web app the customer to install on a server in a data center of his choice. Unless otherwise agreed, the copy of the web app and the license key will be provided to the customer via perceptos remote access provided by the customer.
to use the web app according to the terms of reference in the respective offer, the order confirmation and these terms and conditions.
§ 4 Contract duration
- Unless otherwise specified in the offer, the following minimum contract periods apply:
- The contract for customers with the free SaaS license "IdeaClouds Free" has no minimum contract term. perceptos reserves the right to delete free accounts that are inactive, if necessary, at the earliest after 3 months and at the latest after 12 months of inactivity.
- The contract for customers with a paid SaaS license (“IdeaClouds Basic”, “IdeaClouds Pro” or "IdeaClouds Business") has a minimum contract term of 12 months.
- The contract for customers with the paid on-premise license "IdeaClouds Business" is perpetual. The web app maintenance contract, which is additionally agreed with the customer in connection with the purchase of the on-premise license "IdeaClouds Business", is mandatory and has a minimum term of 12 months.
- Unless otherwise specified in the offer, the contract begins with the provision of the service.
- The contractual relationship for the SaaS license "IdeaClouds Free" may be terminated by either party at any time without giving any reason.
Unless otherwise specified in the offer, the contractual relationship for the SaaS licenses "IdeaClouds Basic”, “IdeaClouds Pro” or “IdeaClouds Business" can be terminated by both parties no later than 30 working days before the expiry of the respective minimum contract term in written form stating the registered email address of the customer (e.g. via email or via the IdeaClouds website "Contact"). Otherwise, the contract will automatically be extended by the duration of the respective minimum contract term and can then be terminated at the end of the respective contract term, subject to the relevant contract period.
The contractual relationship for the on-premise maintenance agreement for the web app, which is agreed with the customer in context with the purchase of an on-premise license “IdeaClouds Business”, can be terminated by both parties no later than 3 months (notice period) before the expiry of the respective minimum contract term in written form stating the registered email address of the customer (e.g. via email or via the IdeaClouds website "Contact"). Otherwise, the contract will automatically be extended by the duration of the respective minimum contract term and can then be terminated at the end of the respective contract term, subject to the relevant contract period.
- The right to extraordinary termination remains unaffected. perceptos has the right to terminate the contract without notice, especially if there is an urgent suspicion that the use of the web app by the customer or unauthorized third parties to whom the customer has allowed access to the web app contrary to § 6.3, is misused for unlawful purposes, in particular to those enumerated purposes in § 7.4.
§ 5 Remuneration, payment conditions, prohibition of set off
- The customer is charged the fee agreed in the contract for the paid license to use the web app. The current prices quoted in catalogs, advertisements, websites and / or the price list by perceptos apply. All prices are in Euro.
- The payment fee has to be transferred by means of the payment methods and conditions specified in the respective contract to the business account of perceptos. perceptos reserves the right to exclude certain payment methods. All claims are due upon receipt of the invoice and are payable without deduction. Only if perceptos can dispose of the amount, the payment is deemed to have been made. The costs of the money transfer are at the expense of the customer.
- The customer will be in default without further explanation from perceptos if he has not paid within 30 days of the due date and receipt of the invoice. perceptos charges a monthly delay fee of 2.5% of the overdue interest rate.
- An offset by the customer is excluded, unless the counterclaim of the customer is undisputed or legally determined.
- By ordering a paid license via the IdeaClouds website or in the web app, the customer gives perceptos permission to initiate a payment or series of payments on its behalf. The expected frequency of these payments is annually. The payment amount is based on the license fees offered on the IdeaClouds website or web app.
§ 6 Usage rights
- For the duration of the contract, perceptos grants the customer a non-exclusive right, limited in time to the contract, to access the web app as specified in the respective customer agreement and, by means of a browser, the functionalities associated with the web app according to the contract. Any further rights, in particular to the software, the platform, the software application or the operating software are not given to the customer.
- perceptos is the owner of the property, copyright and other intellectual property rights in the web app, the software and the platforms (except the stored customer data according to § 3.3) and reserves all rights in this regard, provided that nothing else has been expressly granted to the customer in this contract, the service description and / or the customer-specific agreement, if specified in the quote.
- An IdeaClouds account consists of a users personal email and a password (an exception is the use of SSO). The account is personal and non-transferable.
- The customer pledges to use the web app exclusively in accordance with this contract and the customer-specific agreement (if specified in the quote) and to neither pass them on to unauthorized third parties nor to make them accessible to unauthorized third parties in any other way.
- In case of an unauthorized transfer of use, the customer must immediately provide perceptos with any information required to assert claims against the user, in particular its name and address.
- In particular, customers may not reproduce, dispose, sell or lease the web app or software or parts thereof, rent or lease them, translate, edit or otherwise redesign the web app or software.
- All rights to the source code of the web app or software belong exclusively to perceptos. The customer is not entitled to access the source code or release the source code. § 69e Copyright Act remains unaffected.
- Disruptions to the system availability must be reported by the customer immediately after becoming known. Before the fault report the customer has to check his area of responsibility.
- perceptos and its licensors retain all intellectual property rights in trademarks, technologies and products of perceptos (such as the web app). Regardless of the terms "purchase" or "sale", no ownership rights are transferred to the customer. Reverse engineering, reverse compiling, or any other way of translating perceptos software or web app into a human-readable form, as well as changing the web app or software, is not allowed. The customer agrees not to remove any copyright, brand or trademark notice as well as logos of perceptos or its suppliers related to the web app or software.
- Feedback regarding perceptos products, web app, software-as-a-service, or other services provided by the customer may be used, distributed, copied, published, licensed and/or distributed and exploited by perceptos, without any obligation, royalty, or limitation due to intellectual property or otherwise. perceptos is not obligated to handle the feedback confidentially and can use it without a license for the development, evaluation and marketing of products (such as the web app) and services.
- Customer grants perceptos and its affiliates the limited use of Customers company names, logos, trademarks, and domain names, as well as feedback, success stories, and testimonial citations of its employees solely for perceptos marketing activities related to the services of perceptos.
§ 7 Obligations of the customer
The customer will fulfill his obligations to perform and process this contract. In particular:
- protect the user and user-assigned access rights as well as identification and authentication credentials from access by third parties and not pass them on to unauthorized users;
- ensure that (for example, the transfer of texts and data of third parties to servers hosting web app) all intellectual property rights are respected;
- obtain the required consent of the respective data subject if he collects, processes or uses personal data in connection with the use of the web app and there are do not exist any legal grounds for that;
- do not misuse or use the web app, in particular not to provide any informational services containing any unlawful or immoral content or pointing out to information that may be used to promote sedition, lead to criminal offences, downplay violence, are sexually offensive or pornographic, seriously endanger children or adolescents or interfere with their welfare and/or harm the reputation of perceptos;
- refrain himself or through unauthorized third parties from attempting to seek unauthorized access to information or data or intervene in or let intervene in software operated by perceptos or intrude into perceptos data networks;
- not misuse the exchange of electronic messages for the unsolicited sending of messages or information to third parties for advertising purposes (spamming);
- indemnify perceptos from all claims of third parties based on, or with the approval of, any unlawful use of the web app or arising, in particular, from any privacy, copyright or other legal disputes arising from the use of the web app. If the customer recognizes or must realize that such a breach is imminent, perceptos must be immediately informed;
- to back up the data transmitted to perceptos regularly and in accordance with the risk and to create their own backup copies in order to ensure their reconstruction in the event of loss of data and information;
- check all data and information for viruses before sending it to the web app and install and use state-of-the art and updated antivirus software and virus signatures.
- its authorized users agree to comply with the provisions for the use of the web app in § 7.3 to 7.6, and 7.8 and 7.9;
- up to the time of the termination of the contract to secure its existing databases in the system by download, since after termination of the contract all databases will be permanently deleted.
§ 8 Liability
- perceptos can not be held liable for damages, delays or failure of service outside the scope of perceptos responsibility.
- perceptos shall not be liable for any damage resulting from inappropriate, improper or not intended use of the web app.
- perceptos is under no circumstances liable for the content posted and created by the customer on the platform.
- Irrespective of legal grounds, perceptos shall only be liable for damages caused intentionally or through gross negligence or for culpable damage caused by injury to life, body or health caused by perceptos, or in the event of culpable violation of a material contractual obligation or a cardinal obligation or in the event of non-fulfillment of a guarantee. A "cardinal obligation" within the meaning of this provision is a duty of perceptos, whose fulfillment enables the proper performance of the contractual relationship between the parties possible and whose breach endangers the achievement of the contract scope which the customer regularly relies on.
- In the event of a breach of a material contractual obligation or a cardinal obligation due to ordinary negligence, the liability of perceptos shall be limited to typically foreseeable damages.
- The strict liability of perceptos for damages for defects existing at the conclusion of the contract is excluded.
- Further liability of perceptos is excluded. Liability under the German Product Liability Act remains unaffected.
§ 9 Data privacy, confidentiality
- perceptos does not acquire any rights to the data stored by the customer as part of the use of the web app (in particular personal data of third parties).
- The customer is responsible for compliance with the provisions of the EU General Data Privacy Regulation. The customer remains both generally, as party in this contract, as well as in the data protection law sense "master of the data" (§ 28 GDPR).
- perceptos does not take any control over the data and content stored for the customer regarding a legal admissibility of the collection, processing and use; this responsibility is the sole responsibility of the customer.
- The parties undertake to keep secret the knowledge gained in the context of the subject of the contract, in particular technical or economic data and other knowledge, and to use it exclusively for the purpose of the subject matter of the contract. This does not apply to information that is publicly available or that has become publicly available without any unauthorized intervention or omission by the Parties or that must be made accessible by judicial order or law.
§ 10 Final provisions
- Oral agreements between the parties do not exist. These terms and conditions with the corresponding customer-specific agreements apply exclusively. Divergent or contrary to these terms and conditions of the customer shall not apply; this also applies if perceptos does not expressly contradict the terms and conditions of the customer.
- The contractual relationship between the parties and all disputes arising out of or in connection therewith are governed by the laws of the Federal Republic of Germany. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
- Any dispute, controversy or claim arising out of or relating to this Agreement or a Purchase Order, or the breach, termination or validity thereof shall be finally settled by arbitration in accordance with the arbitration rules of the Munich Chamber of commerce. The arbitration shall be conducted in Munich, Germany, in the German language. The court’s award shall be final and binding on the parties.
- Should one or more provisions of this contract be invalid, the validity of the remaining provisions shall remain unaffected.
§ 11 Additional parts of the contract
Essential components of the contract are the following supplementary valid annexes: