deskONE USER AGREEMENT (SaaS)
§ 1 SUBJECT MATTER OF THE CONTRACT
Subject matter of the contract is the paid use of the deskONE software as a „Software as a Service“ (SaaS) service via the internet.
§ 2 SUBJECT MATTER
Against payment of the agreed remuneration, Contractor makes the deskONE software immediately available to Client for commercial or business use. The software will be made available on a third-party provider’s (cloud service provider) dedicated server in Germany, to be accessed via a browser on the Internet. Client will not receive any source code of deskONE.
The software will not be adapted to the specific needs of Client or their IT environment. Prior to signing the User Agreement, Client will have had the opportunity to test deskONE for a period of 30 days for free.
Within the scope of the contractually agreed use of deskONE, Contractor provides Client, free of additional charge, product-specific, appropriate storage space for data entries and site plans/layouts on the above-mentioned cloud service provider’s server. Contractor will take the latest available measures to protect the data stored by Client. However, Contractor has no custodial or storage obligations with respect to this data. It is Client’s responsibility to ensure adequate data protection.
Client receives a simple, non-exclusive, and non-assignable right of use of the latest version of deskONE for their own internal company-, association-, or authority-related business processes limited to the previously agreed number of authorized users and period of use (contract term).
Client may increase the number of authorized users within the contract term at any time.
Contractor ensures the functionality of deskONE during the contract term and will maintain the software in a condition suitable for the contractually agreed use. The cloud service provider guarantees an annual availability of 99%. The software is deemed to be available when it is substantially operational (i.e. with respect to its main functions).
Client must immediately report any malfunction or operational disruption of deskONE to Contractor by e-mail: firstname.lastname@example.org.
Previously announced maintenance times in the usual scope as well as availability restrictions that are based on force majeure or are required to avert concrete risks inflicted by any third party (e.g., attacks by malware) are not deemed to be operational disruptions. Contractor will notify Client without undue delay about any such availability restrictions and their expected duration.
An Internet connection, a common browser, and an e-mail address are required for Client and any authorized user to use deskONE. Client (account holder) also needs a valid credit card for payment of agreed user fees.
The conditions of use referred to in 4“” and the required access and transmission paths (including their safety) to the server on which Contractor makes deskONE available are not part of the scope of services owed by Contractor; they are the sole responsibility of Client.
Client and any of their authorized users have the option to order further deskONE services from Contractor (e.g., the creation of workplace/room plans). The costs for any such additional services will be displayed before order placement.
§ 3 DATA AND OBLIGATIONS OF CLIENT
Client agrees (i) to store any deskONE access data given to them and their authorized users and (ii) to protect it against access by unauthorized parties according to applicable technological standards. In the event of loss or misuse of any such access data, Contractor is to be notified without delay.
Information about the processing of personal data from and in connection with Client on deskONE, will be provided in the applicable Data Processing Agreement (currently available only in German). Such Data Processing Agreement is part of this User Agreement.
Client is responsible for all data that they or the authorized users of their accounts process or transfer to the server of the third-party provider when using deskONE. In particular, Client is responsible for protecting the processed data and data transmissions against viruses, malware, and unauthorized access by any third party according to the applicable technological standards, and for ensuring that such data and transmissions do not violate any laws, legal norms, or third-party rights (e.g., copyrights or privacy rights).
Even below the threshold of criminal liability, Client and their account users are also prohibited from processing any data with pornographic, violence-glorifying, far-right, discriminating or similar content on deskONE or transferring it to the respective third-party provider’s server.
Client must notify Contractor without delay about any violation of the stipulations in the sections 2 and 3 or any suspicion thereof, and, insofar as possible, delete or block the data concerned.
Client agrees to hold Contractor harmless from and against any third-party claims in connection with the data processed by Client on deskONE or transferred to the third-party provider’s server.
Contractor will delete any Client data still remaining on the third-party provider’s server 30 days after termination of contract.
- The client agrees to the transfer of personal data, which, depending on the type of use and to ensure the desired functions, will be shared with the following service providers:
Chargebee (Subscription Management), Stripe (Payment Processor), Sendinblue (Email Sender), ProductFruits (Product Tours), DG-I (Hosting)
The data to be transferred includes:
- IP address
- Date and time of the request
- Timezone difference to Greenwich Mean Time (GMT)
- Content of the request (specific page)
- Access status/HTTP status code
- Transferred data volume
- Operating system and its interface
- Email address
- Name, first name (if provided optionally)
- Booking data in the test account
- Uploaded location maps
- Name, first name
- Company name
- Address data
- Contact information
- Credit card information for billing purposes
- VAT ID / VAT number
- Location maps- Booking data
§ 4 BLOCKING ACCESS
Contractor is entitled to block Client’s access to deskONE without this affecting their claim for remuneration, if and as long as Client, a representative, agent, or any third party in connection with Client repeatedly or severely violates any stipulation of this Agreement when using deskONE.
Any further claims that Contractor and third-party provider might have against Client remain unaffected thereby.
Contractor must notify Client without delay about any blocked access, its intended duration and the main reason for such action.
§ 5 REMUNERATION AND FEES
The service fees agreed in this Agreement are subject to the licenses and additional services ordered by Client. The billing period for the use of deskONE corresponds to the minimum contract term. Depending on the agreement, it is either 30 days or 365 days (calculated from the start of the contract).
The fees that Contractor will charge Client for the use of the application are based on the number of licenses/users and the monthly or annual contract term selected by Client. For Clients in the Federal Republic of Germany, the applicable statutory VAT will be added. The fees plus VAT will be displayed in the application’s license calculator, and might be subject to change at a later point in time.
The agreed fees are due at the beginning of the contract/billing term and are payable only by credit card. Immediately upon conclusion of contract or the beginning of the contract/billing term, Client will receive the respective invoice per e-mail, pursuant to the provisions of the German Value Added Tax Act.
The amount of the agreed fees is binding for the respective billing/contract term. Contractor must notify Client about any fee increases no later than 15 days before the end of a billing/contract term. The increased fees will be applicable as of the start of the following billing/contract term.
The fees for additional services (pursuant to Art. 2.6) are due immediately upon order placement and are also payable by credit card only. Client will receive the invoice by e-mail, immediately upon order placement.
Payment will be processed by an external payment service provider (currently Chargebee Inc., Stripe) and a data interface of DATEV accounting software. Client agrees that Contractor exchanges the data required for the processing of the contractually agreed payments, including but not limited to the credit card data, with such external payment service providers via DATEV.
§ 6 TERMINATION
Client may give ordinary notice of termination of the User Agreement without giving any reason at any time before the last day of the agreed contract/billing term with termination becoming effective at the end of such contract/billing term. The termination can be effected within the configuration menu of deskONE by pressing the “Cancel subscription” (“Abo beenden”) button/function.
If no ordinary notice of termination is given, the User Agreement will be tacitly extended for another billing/contract term, equal in length to the currently applicable term.
Besides any such ordinary termination, each contracting party may extraordinarily terminate the Agreement for good reason based on commonly accepted principles. Extraordinary notices of termination must be given separately from deskONE in writing (e.g., by e-mail or letter).
§ 7 WARRANTY AND LIABILITY
Client must report any defects related to the services provided by Contractor without delay.
Any defects of the deskONE software and the storage space provided therewith are subject to the leasing-related warranty provisions of § 536 et sec. German Civil Code, provided that a warranty for insignificant performance issues of the services and liability pursuant to § 536a (1) German Civil Code for defects already existing at contract conclusion are herewith excluded. Contractor’s liability pursuant to Art. 7.2of this User Agreement remains unaffected thereby.
Contractor is liable without limitation pursuant to the German Product Liability Act, in case of gross negligence and culpable injury to life, body or health. In the event of slightly negligent breach, Contractor is only liable if such breach or violation concerns material contractual duties, i.e. any such duties (i) the fulfillment of which is a prerequisite for the due and proper execution of the contract, or (ii) the violation of which jeopardizes the achievement of the purpose of the contract, and (iii) the observance of which the Client may regularly rely on, while liability in this case is limited to the damage typical for this type of contract and foreseeable at contract conclusion.
§ 8 FINAL PROVISIONS
The content of the contractual relationship is determined by this User Agreement and its enclosures/attachments. General terms and conditions of the parties are not applicable. Oral agreements between the parties do not exist.
The contractual relationship hereunder is solely subject to the laws of the Federal Republic of Germany, excluding the application of the UN Convention on Contracts for the International Sales of Goods (CISG) and any conflict of law rules.
The exclusive forum for all disputes arising from and in connection with this contractual relationship is Siegen (Contractor’s registered office).
mediaDIALOG Gesellschaft für Softwareentwicklung mbh, Commercial Register of the Local Court Siegen HR B 4656
Managing Directors Andreas Varnholt, Jan-Philip Sasse and Christopher Bock
Bismarckstraße 38, 57076 Siegen © deskONE 2023