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General terms and conditions of all legal transactions of Sdui GmbH (GTC)

I 1. Scope

1.1 The present terms and conditions apply to all between you (hereinafter also: "customer") and us, Sdui GmbH (Universitätsstr. 3, 56070 Koblenz, HRB 25661 Montabauer District Court, VAT ID No. DE313613765) represented by Daniel Zacharias ( see imprint https://sdui.de/impressum/ ) concluded contracts, unless expressly agreed otherwise in writing between you and us. Deviating or conflicting conditions are not recognized by us unless we have expressly agreed to them in text form.

These terms and conditions apply to all services and delivery of goods (hereinafter referred to as "services") from Sdui GmbH. The service to be performed results from the order confirmation or order confirmation.

The provisions come into force as soon as you make use of our services or otherwise use them.

1.2 Changes to these terms and conditions will be communicated to you in writing, by fax or by email. If you do not object to a change within four weeks of receiving the notification, the changes will be deemed to have been recognized by you. In the event of a change in the terms and conditions, you will be separately advised of the right to object and the legal consequences of silence.

I 2. Commercial customers and authorities

Our offer is not aimed at consumers as end users within the meaning of § 13 BGB. Contractual partners can only be entrepreneurs within the meaning of Section 14 of the German Civil Code or bearers of public authority. Appropriate proof of these properties must be provided on request.

I 3. Contract conclusion, contract language

3.1 The presentation of our services on our website does not constitute a legally binding offer, but an invitation to order (invitatio ad offerendum).

3.2 By signing an order confirmation or signing an offer, you are submitting a binding offer to purchase or book our services. You will receive an order confirmation immediately after submitting the order, but this does not yet constitute acceptance of your contract offer. A contract between you and us is concluded as soon as we accept your order and / or booking by separate email within 7 days. Please check the SPAM folder of your email inbox regularly.

3. The language provided for the conclusion of the contract is exclusively German. Translations into other languages ​​are for your information only. In the event of contradictions between the German text and the translation, the German text takes precedence.

I 4. Data protection and confidentiality

4.1 All of the personal data you provide (title, name, address, date of birth, e-mail address, telephone number, fax number, bank details, credit card number) will only be used in accordance with the provisions of the EU GDPR.

4.2 Your personal data, insofar as this is necessary for the establishment, implementation and termination of the contractual relationship, will only be used to process the contracts concluded between you and us, for example for the delivery of goods to the address you specified or for the creation and maintenance of invoices and customer care. Any further use of your personal data for purposes of advertising, market research or to tailor our offers to your needs requires your express consent. You have the option of giving this consent before declaring your order. This declaration of consent is completely voluntary and can be revoked by you at any time.

4.3 If you would like further information or want to revoke your expressly given consent to use your inventory data or object to the use of your usage data, our support team is at your email address [email protected] or by phone on 0261 13490804.

4.4 Sdui undertakes to maintain strict confidentiality about all confidential processes, especially business or company secrets of the customer, which it became aware of in the preparation, implementation and fulfillment of this contract and neither to pass them on nor to use them in any other way. This applies to any unauthorized third party, i.e. also to unauthorized employees of both Sdui and the customer, provided that the disclosure of information is not necessary for the proper fulfillment of Sdui's contractual obligations. In cases of doubt, Sdui will have the customer's consent before such transfer.

4.5 Sdui undertakes to agree with all employees and subcontractors employed by it in connection with the preparation, implementation and fulfillment of this contract, a regulation with the same content as the preceding paragraph.

I 5. Terms of payment

The purchase price is due immediately with the order but no later than 30 days after receipt of a verifiable invoice. All services are paid for by bank transfer. Our bank account details are:

Sparkasse Neuwied

IBAN DE 28 5745 0120 0030 2785 35

BIC: MALADE51NWD

I 6. Retention of title

In the context of purchase contracts, goods of any kind remain our property until full payment. If you are in arrears with the payment for more than 60 days, we have the right to claim damage caused by delay as well as to withdraw from the contract and discontinue our services.

I 7. Terms of delivery

7.1 We deliver the goods in accordance with the agreements made with you. Possibly. accruing shipping costs will be shown separately on the invoice. Delivery dates and delivery periods are only binding if we have confirmed them in writing.

7.2 If we do not deliver the goods or do not provide them in accordance with the contract, you must set us a grace period of 4 weeks to effect the service. Otherwise you are not entitled to withdraw from the contract.

I 8. Warranty for purchases of goods

8.1 Insofar as a delivered product is defective, you are entitled within the scope of the statutory provisions to request supplementary performance in the form of rectification of the defect or delivery of a defect-free item. We have the right to choose the type of supplementary performance. If the supplementary performance fails, you are entitled to reduce the purchase price or to withdraw from the contract if the legal requirements are met.

8.2 The limitation period for warranty claims for the delivered goods is - except in the case of claims for damages - twelve months from receipt of the goods.

I 9. Limitation of liability

9.1 We are liable for intent and gross negligence. Furthermore, we are liable for the negligent breach of obligations, the fulfillment of which enables the proper execution of the contract in the first place, the breach of which jeopardizes the achievement of the purpose of the contract and on the observance of which you as the customer can regularly rely. In the latter case, however, we are only liable for the foreseeable, contract-typical damage. We are not liable for the slightly negligent breach of obligations other than those mentioned in the previous sentences.

The above disclaimers do not apply to injuries to life, limb and health. Liability under product liability law remains unaffected.

9.2 According to the current state of the art, data communication via the Internet cannot be guaranteed to be error-free and / or available at all times. In this respect, we are not liable for the constant and uninterrupted availability of our online services.

I10 Final Provisions

12.1 Changes or additions to these terms and conditions must be made in writing. This also applies to the cancellation of this written form requirement.

12.2 The law of the Federal Republic of Germany applies to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods

12.3 The exclusive place of jurisdiction for disputes arising from this contract is the customer's registered office.

12.4 No verbal side agreements have been made. Changes, additions and additions to these provisions are only valid if they have been agreed in writing between the parties. This also applies to the modification of this provision.

12.5 If a provision is or becomes ineffective, this does not affect the effectiveness of the conditions. The ineffective provision is considered to be replaces by an effective provision that comes as close as possible to the economic purpose of the ineffective provision. The same applies in the event of a gap in the contract.

II. Special conditions for the provision of software-as-a-service services

 

The general terms and conditions under I. also apply to software-as-a-service services (hereinafter: Saas service), unless otherwise stipulated below.

II 1. Object of the contract

1.1 We provide Saas services for you via the Internet in the field of educational institutions.

1.2 The subject of the contract is

1.2.1 Temporary release of the "Sdui" software (hereinafter: "Software") from Sdui for use over the Internet and

1.2.2 Allocation of storage space on Sdui's servers.

1.3 Sdui is allowed to include subcontractors in the allocation of storage space. The use of subcontractors does not release us from our obligation to you to fulfill the contract in full.

II 2. Software transfer

2.1 Sdui provides the customer with the latest version of the software over the Internet for the duration of this contract. For this purpose, Sdui sets up the software on a server that is accessible to the customer via the Internet.

2.2 The current functional scope of the software results from the current service description on the Sdui website at www.sdui.de.

2.3. Sdui immediately eliminates all software errors according to the technical possibilities. An error exists if the software does not fulfill the functions specified in the service description, delivers incorrect results or does not function properly in any other way, so that the use of the software is impossible or restricted.

2.4. Sdui is continuously developing the software and will improve it through ongoing updates and upgrades.

II 3. Rights to use the software

3.1 Sdui grants the customer the non-exclusive and non-transferable right to use the software specified in this contract only for a limited period of time during the term of the contract as part of the SaaS services.

3.2 The customer may only edit the software if this is covered by the intended use of the software according to the current service description.

3.3 The customer may only reproduce the software if this is covered by the intended use of the software according to the current service description. The necessary duplication includes loading the software into the RAM on the Sdui server, but not even temporarily installing or storing the software on data media (such as hard drives or similar) of the hardware used by the customer.

3.4 The customer is not entitled to make the software available to third parties for use or against payment. The customer is therefore expressly not permitted to sublet the software.

II 4. Allocation of storage space

4.1 Sdui provides the customer with a defined storage space on a server for storing his data. The customer and including the people belonging to his organization can collectively a total of content on this server 150 GB lay down. If the storage space for storing the data is no longer sufficient, Sdui will inform the customer of this. The customer can reorder corresponding quotas, subject to availability at Sdui.

4.2 Sdui ensures that the stored data can be called up via the Internet.

4.3 The customer is not entitled to transfer this storage space to a third party in whole or in part, against payment or free of charge.

4.4 The customer undertakes not to store any content on the storage space, the provision, publication or use of which violates applicable law or agreements with third parties.

4.5 Sdui is obliged to take appropriate precautions against data loss and to prevent unauthorized access by third parties to the customer's data. For this purpose, Sdui will make daily backups, check the customer's data for viruses and install firewalls according to the state of the art.

4.6 In any case, the customer remains the sole owner of the data and can therefore request the release of individual or all data at any time.

4.7 Upon termination of the contractual relationship, Sdui will immediately hand over to the customer all the data stored in the storage space allocated to it.

4.8 At the customer's discretion, the data is released either by handing over data media or by transmission over a data network. The customer is not entitled to receive the software suitable for using the data. The customer can choose to have all data deleted instead.

4.9 With regard to the customer's data, you have neither a right of retention nor the statutory landlord's lien (§562 BGB).

II 5. Support

5.1 The following services are only part of the support provided by Sdui:

  1. Investigation of problems with the software, possibly through remote access (troubleshooting),
  2. Error analysis and investigation of the underlying causes for the reported defects (root cause analysis),

The above services are final.

In addition, Sdui is not obliged to provide further services, in particular not to provide installation, adaptation, programming, consulting and training services. If Sdui offers such services, they must be agreed and paid for separately in writing.

5.2 Sdui undertakes the elimination of documented and reproducible errors in the software (support services) by competent staff and in accordance with the current state of the art. Sdui is not responsible for the success in eliminating errors and in this respect does not accept any guarantee. An “error” within the meaning of this contract is any malfunction reported by the customer that results in the quality and / or functionality of the software deviating from the user documentation

  1. this has a more than insignificant effect on their suitability for use or
  2. Corruption of data or loss of data occurs that is processed by the software or generated by it.

If a malfunction that has occurred cannot be reproduced, it is not considered an error. In this case, the parties will jointly coordinate the further course of action.

5.3 Sdui is not obliged to provide support without this having an impact on the payment of the remuneration if the following conditions exist in particular:

  1. for errors that are based on impermissible changes or adjustments to the software;
  2. for errors that are based on improper or unauthorized use of the software or on operating errors;
  3. for software by the manufacturer
      1. is no longer produced or supported (end-of-life status);
      2. was created for test purposes and therefore represents an unfinished version of the software (beta version);
      3. was created as a final test version (release candidate) as well
      4. was created as a development version (development release);
      5. with any hardware defects at the customer;
      6. when using the software on hardware and operating system environments other than those permitted in the user documentation;
      7. errors caused by force majeure or similar circumstances;
      8. when working on the software that the customer has changed contrary to the contract or
      9. when working on the software that has been technically maintained by others than Sdui without the prior written consent of Sdui.

If Sdui offers such services, they must be agreed and paid for separately in writing.

5.4 The customer takes reasonable precautions to back up data so that the data from the database, which is available in machine-readable form, can be reproduced with reasonable effort.

II 6. Error messages, cooperation obligations and service times 

6.1 The customer must immediately report any errors with a precise description of the problem via the email address [email protected] or alternatively report by phone at 0261 13490804.

6.2 The cooperation services required for the performance of the contractual services are to be provided in full and in good time. The duties to cooperate include the following activities:

  1. all applicable laws and other legal provisions must be observed during use. It is forbidden to transfer data or content to servers from us that violate legal provisions or infringe third party property rights or copyrights or other third party rights;
  2. in the event of an error message, all documentation, protocols and other information relevant to troubleshooting must be made available immediately;
  3. only data that is free of computer viruses or other harmful code may be transmitted;
  4. No software or other techniques or procedures in connection with the use of the contractual software may be used that are likely to impair the operation, security and availability.

6.3 To receive errors, Sdui can be reached during the service hours on working days from 09:00 a.m. to 17:00 p.m. (CET / CEST). The working days are the weekdays Monday to Friday with the exception of the public holidays and December 24.12th. and 31.12.

6.4 The processing of support cases, taking into account the response and solution times shown in sections 8, 9, takes place during the service times specified in section 3.

II 7. Error classes

7.1 In the event of error messages, the processing of support cases is carried out within the response and solution times specified in Sections 8, 9. The response and solution times depend on the error class; the following error classes apply:

  1. Error class 1: The use of the software is impossible or considerably restricted. There is a significant limitation if the software stops working and a functional workaround cannot be created.
  2. Error class 2: A productive use of the SaaS service is guaranteed, but there is a major error in a sub-module that prevents or significantly limits working with this module.
  3. Error class 3: All other problems with the software.

7.2 Sdui endeavors to process all support cases within a reasonable time. Faults in fault class 1 have priority over faults in fault class 2 and 3, regardless of the time of their arrival in the support system.

II 8. Response times

8.1 The response time is the period within which Sdui begins processing a support case. The period begins with the receipt of the corresponding notification within the service times specified in section 6.3 and only runs during the agreed service times. If a message is received outside of the agreed service times, the response time begins at the beginning of the next service time.

8.2 Sdui strives for the following response times according to the error classes:

  1. Error class 1: 12 hours
  2. Error class 2: 24 hours
  3. Error class 3: 48 hours

8.3 Sdui sets the reaction times within the framework of a voluntary commitment and its own claim. In particular with regard to the provision of 7.2, Sdui does not guarantee compliance with the response times. Failure to adhere to the times does not entitle the customer to cancel, reduce, convert or other compensation.

II 9. Solution times

9.1 The solution time is the maximum time until a support case is resolved or a functional workaround is provided after processing a support case.

9.2 Sdui strives for the following solution times according to the error classes:

  1. Error class 1: 12 hours
  2. Error class 2: 24 hours
  3. Error class 3: 48 hours

9.3 Section 8.3 applies accordingly.

II 10. Interruption / impairment of accessibility

10.1 Adjustments, changes and additions to the contractual SaaS services as well as measures that serve to identify and remedy malfunctions will only lead to a temporary interruption or impairment of accessibility if this is absolutely necessary for technical reasons.

10.2 The basic functions of the SaaS services are monitored daily. Maintenance of the SaaS services is generally guaranteed from Monday to Friday from 09 a.m. to 00 p.m. In the event of serious errors - the use of SaaS services is no longer possible or is severely restricted - maintenance is carried out within the times specified in sections 17, 00. Sdui will immediately notify the customer of the maintenance work and will carry out the technical conditions in the shortest possible time.

If the troubleshooting should not be possible within 24 hours, Sdui will notify the customer by email within 24 hours, stating the reasons and the period of time that is expected to be taken to correct the error.

10.3 The availability of the respectively agreed services is 98,5% on average per year including maintenance work, however availability must not be impaired or interrupted for more than two calendar days in a row.

II 11. Customer obligations

11.1 The customer undertakes not to store any illegal content that violates the law, official requirements or the rights of third parties on the storage space provided.

11.2 The customer is obliged to prevent unauthorized access by third parties to the protected areas of the software by taking suitable precautions. For this purpose, the customer will, if necessary, inform his employees of compliance with copyright.

11.3 Without prejudice to Sdui's obligation to back up data, the customer is responsible for entering and maintaining the data and information required to use the SaaS services.

11.4 The customer is obliged 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.

11.5 The customer will receive a “User ID” for access to the use of the SaaS services and will be able to generate a password that is required for the further use of the SaaS services. The customer is obliged to keep the "User ID" and password secret and not to make them accessible to third parties.

11.6 The content stored by the customer in the storage space intended for him may be protected by copyright and data protection law. The customer hereby grants Sdui the right to make the content stored on the server accessible to the customer when queried via the Internet and, in particular, to reproduce and transmit it for this purpose and to be able to reproduce it for data backup purposes.

II 12. Remuneration

12.1 The customer undertakes to pay Sdui the agreed annual fee plus statutory VAT for the transfer of the software and the provision of storage space. Unless otherwise agreed, the remuneration is based on Sdui's price list valid at the time the contract was concluded.

12.2 The customer must raise objections to the settlement of the services provided by Sdui in writing within a period of two weeks after receipt of the invoice at the location specified on the invoice. After the expiry of the aforementioned period, the settlement is considered approved by the customer. Sdui will specifically inform the customer of the importance of their behavior when sending the invoice.

II 13. Liability for defects / liability

13.1 Sdui guarantees the functional and operational readiness of the SaaS services in accordance with the provisions of this contract.

13.2 In the event that services from Sdui are used by unauthorized third parties using the customer's access data, the customer shall be liable for any fees incurred as part of this under civil liability until the customer receives the order to change the access data or to report the loss or Theft, provided the customer is at fault for access by the unauthorized third party.

13.3 Sdui is entitled to immediately block the storage space if there is reasonable suspicion that the stored data is illegal and / or violates the rights of third parties. A justified suspicion of illegality and / or an infringement of the law exists in particular if courts, authorities and / or other third parties inform Sdui. Sdui must immediately notify the customer of the block and the reason for this. The block must be lifted as soon as the suspicion is invalidated.

13.4 Claims for damages against Sdui are excluded irrespective of the legal basis, unless Sdui, its legal representatives or vicarious agents have acted deliberately or through gross negligence. Sdui is only liable for slight negligence if one of the essential contractual obligations has been violated by Sdui, its legal representatives or senior executives or vicarious agents. Sdui is only liable for foreseeable damage, the occurrence of which must typically be expected. Essential contractual obligations are those which form the basis of the contract, which were decisive for the conclusion of the contract and on the fulfillment of which the customer can rely.

13.5 Sdui is not liable for the loss of data insofar as the damage is due to the fact that the customer has failed to perform data backups and thereby ensure that lost data can be restored with reasonable effort.

13.6 Sdui is liable without limitation for damage caused intentionally or negligently from injury to life, limb or health by Sdui, its legal representatives or agents.

II 14. Term and termination

14.1 The contract is for a period from one to three years closed. The contractual relationship begins with the signature of the order confirmation or with the signature of an offer or the acceptance of an offer by email.

14.2 Unless the customer terminates the contract with a period of three months before the end of the term, the contract is extended by the same time as the contract beforehand. If the price increases compared to the previous term, the customer is entitled to terminate the contract without notice within the first month of the extension for an important reason.

14.3 The right of each contracting party to terminate the contract without notice for important reasons remains unaffected. Sdui is particularly entitled to terminate the contract without notice if the customer does not make payments due despite a reminder and a grace period or if it violates the contractual provisions on the use of the SaaS services. A termination without notice presupposes in any case that the other part is warned in writing and asked to remedy the supposed reason for the termination without notice in a reasonable time.