§ 1 Subject matter of the contract
The subject matter of this contract is the use of software by the customer via an Internet connection. The software is the helpdesk software "coview", which was developed by the provider and enables the customer to provide support services to third parties.
§ 2 Software licensing
1. The provider provides the customer with the use of the software "coview" (hereinafter referred to as "software") described in the service description in the scope of functions described in more detail and under the functional requirements also mentioned there. The software is made available for use by the provider under the domain coview.com. The software remains on the provider's IT systems. The Provider is not responsible for establishing and maintaining the data connection between the Customer's IT system and the Internet transfer point operated by the Provider. In addition, the Provider provides the Customer with storage capacity on its IT systems for the resulting application data of the software.
2. The provider continuously develops the software further. As part of the further development, errors are corrected and new functions are added. The customer is not entitled to new functions unless this has been explicitly agreed. The Provider is entitled to add further functions to the Software.
3. The Provider leaves the application software to the Customer at the delivery point with the following defined availability for use: 98.0% on an annual average. The provider can interrupt service provision for a defined period of time in order to carry out maintenance work. The customer will not unreasonably refuse to agree to these interruptions.
§ 3 Authorization to register
The use of the software requires registration. There is no right to use the software. The Provider is entitled to reject applications for use without giving reasons.
§ 4 Login to the portal
1. The contact data and other information requested by the provider during the registration process must be provided completely and correctly by the customer.
2. After the customer has provided all requested data, the provider will check them for completeness and plausibility. If the information is correct from the provider's point of view and there are no other concerns from the provider's point of view, the provider activates the requested access and notifies the customer by e-mail. The e-mail is considered as acceptance of the application for use. From receipt of the e-mail, the customer is entitled to use the software within the scope of these General Terms and Conditions. For this purpose, the customer must first confirm his activation by clicking on the link contained in the e-mail.
§ 5 Updating customer data
The customer is obliged to keep his data (including his contact data) up-to-date. If during the period of use a change of the given data occurs, the customer has to correct the information immediately online in his personal settings.
§ 6 Processing of personal data
1. If the customer processes personal data within the scope of this contractual relationship, he is responsible for compliance with data protection regulations. The Provider shall process the data transmitted by the Customer only within the scope of the Customer's instructions. If he is of the opinion that an instruction of the customer violates data protection regulations, he will point this out to the customer immediately. The provider offers the customer the encrypted transmission of data. In addition, the contract for order data processing regulates the further details of the processing of personal data.
2. The Provider will only collect and use customer-related data to the extent required for the performance of this Agreement. The customer agrees to the collection and use of such data to this extent.
§ 7 Data retrieval
1. The customer can export the data stored within the software at any time (in csv format).
2. The Provider shall delete the customer data available to it 30 days after the data has been transferred to the customer in connection with the termination of the contract, unless the customer notifies us within this period that the data transferred to it is unreadable or incomplete. Failure to provide such information shall be deemed to constitute consent to the deletion of the data. When transmitting the data, the Provider shall specifically draw the customer's attention to the importance of his conduct.
§ 9 Data backup
The Provider will back up the Customer's data on the IT system every working day (Monday - Friday, also on public holidays) The data is backed up on a rolling basis in such a way that the data backed up for one day of the week is backed up as usual for the data backed up for the following same day of the week.
§ 10 Access rights
The customer receives an access authorization for each of the user accounts used by him, consisting of his email and a password. Email and password may only be communicated by the customer to users authorized by him and must otherwise be kept secret.
§ 11 Rights to use the software
1. The customer receives simple (not sublicensable and not transferable) rights of use to the software limited to the term of this contract in accordance with the following regulations.
2. The customer uses the software on the provider's IT system. The software is not transferred to the customer. The customer may only use the software for his own activities and by his own personnel.
3. The customer shall use the software only by the contractually agreed number of persons simultaneously.
4. If the Provider makes new versions, updates, upgrades or other new deliveries with regard to the Software during the term, the above rights shall also apply to these.
5. The customer is not entitled to any rights not expressly granted to the customer above. In particular, the customer is not entitled to use the software beyond the agreed use or to have it used by third parties or to make the software accessible to third parties. In particular, it is not permitted to duplicate, sell or transfer the software for a limited period, in particular not to rent or lend it.
§ 12 Fees
1. The fee is per month. The prices can be found in the price list of the provider.
2. The fee is due monthly in advance or annually according to contractual agreement.
3. If the Provider grants temporary free use of the software or test months, no payment obligation shall arise.
§ 13 Term of contract
1. The contractual relationship begins with the conclusion of the contract and runs according to the contractual agreement. The services are provided from the conclusion of the contract.
2. Extraordinary termination due to or in connection with a breach of duty is only possible after prior written warning with a reasonable period of notice.
§ 14 Confidentiality
1. The contracting parties shall maintain silence about all information to be treated confidentially which has come to their knowledge within the scope of this contractual relationship or shall only use it with the prior written consent of the other party vis-à-vis third parties - for whatever purpose. Information to be treated as confidential includes information expressly designated as confidential by the party providing the information and such information whose confidentiality is clear from the circumstances of the transfer. In particular, the application data must be treated confidentially by the provider if he becomes aware of them.
2. The obligations under para. 1 shall not apply to such information or parts thereof for which the receiving party proves that it:
- were known or generally available to it before the date of receipt;
- were known or publicly available to the public before the date of receipt;
- became known or generally accessible to the public after the date of receipt, without the party receiving the information being responsible for this.
3. Public declarations of cooperation by the parties shall only be made by mutual agreement in advance.
4. The obligations according to para. 2 also exist beyond the end of the contract for an indefinite period, namely as long as an exception according to para. 2 is not proven.
§ 15 Liability for defects
If the services provided by the Provider are defective because their suitability for contractual use is not only insignificant, the Provider shall be liable for material defects and defects of title in accordance with the statutory provisions.
§ 16 Liability, limits of liability
1. The parties shall be liable to each other without limitation in cases of intent or gross negligence for all damages caused by them as well as their legal representatives or vicarious agents.
2. In the event of slight negligence, the parties shall be liable without limitation in the event of injury to life, limb or health.
3. Furthermore, a party shall only be liable if it has violated an essential contractual obligation. In these cases the liability is limited to the compensation of the foreseeable, typically occurring damage. The no-fault liability of the provider for damages (§ 536 a BGB) for defects existing at the conclusion of the contract is excluded; paragraphs 1 and 2 remain unaffected.
4. Liability according to the Product Liability Act remains unaffected.
§ 17 Limitation of liability for free use
If the customer suffers damage through the free use of the software (free use, test phase), the Provider shall only be liable if the damage was caused by the contractual use of the software and only in cases of intent (including fraudulent intent) and gross negligence on the part of the Provider.
§ 18 Amendment of the terms of the contract
Unless otherwise specifically regulated, the Provider is entitled to amend or supplement these Terms of Contract as follows. The Provider shall notify the Customer of the changes or additions in text form at least six weeks before they take effect. If the customer does not agree with the changes or amendments to the contractual conditions, he may object to the changes with a period of four weeks at the time when the changes or amendments are intended to take effect. The objection must be in text form. If the customer does not object, the changes or additions to the contractual conditions shall be deemed to have been approved by him. With the notification of changes or additions to the contractual conditions, the Provider shall specifically draw the customer's attention to the intended significance of his conduct.
§ 19 Final clauses
1. The assignment of claims is only permissible with the prior written consent of the other contracting party. Consent may not be unreasonably withheld. The provision of § 354 a HGB remains unaffected by this.
2. A right of retention can only be asserted on the basis of counterclaims arising from the respective contractual relationship.
3. The contracting parties can only offset claims that have been legally established or are undisputed.
4. All amendments, supplements and cancellations of contractual agreements must be made in writing, as must the cancellation of the written form requirement, unless this contract provides for the written form.
5. Should individual provisions of the party agreements be or become invalid in whole or in part, this shall not affect the validity of the remaining provisions.
6. The law of the Federal Republic of Germany shall apply. As far as permissible, the place of jurisdiction is the registered office of the provider.