Terms and Conditions (AGB)

Last updated: February 3, 2025

1. Scope

1.1

DataSolvio, Birkenallee 22a, 82349 Pentenried, Germany (hereinafter referred to as 'DataSolvio') offers business customers an application that enables them to centrally and efficiently manage their data protection management within the company.

1.2

These General Terms and Conditions (hereinafter referred to as 'AGB') apply to all contracts concluded in the context of the business relationship between DataSolvio and its business customers in connection with the applications offered by DataSolvio.

1.3

These AGB apply exclusively. Deviating, conflicting or supplementary general terms and conditions of the customer only become part of the contract if DataSolvio has expressly agreed to their validity in writing. This requirement of consent also applies if DataSolvio begins to perform the service without reservation in the knowledge of the customer's general terms and conditions.

2. Definitions

The capitalized terms used in these AGB have the meanings set forth in Appendix 1.

3. Subject of the Contract, Conclusion of the Contract, Changes to the AGB

3.1

The subject of the contract is the provision of the applications ordered by the customer and agreed in the offer, as well as the provision of other services, if and to the extent that these are specified in the offer.

3.2

The contract is concluded by the customer commissioning the offer in the self-service area of the app.

3.3

DataSolvio reserves the right to change or supplement these AGB with effect for the future. DataSolvio will inform the customer of any changes and additions, providing the content of the amended or supplemented provisions in text form (e.g., by email) with a reasonable notice period in advance, but at least six weeks before the planned effective date of the changes/additions. The changes/additions are deemed to have been accepted by the customer if he does not object to the changes/additions in text form within six weeks of receipt of the notification. If the customer objects in accordance with the preceding sentence, the contract continues under the previous conditions without change. DataSolvio will specifically inform the customer of the right to object and the legal consequences of silence in the change notification.

4. Scope of Service, Right to Make Changes

4.1

DataSolvio provides the customer with the contractual applications for temporary use via remote access over the Internet. For this purpose, DataSolvio stores the software on a server that is accessible to the customer via an Internet connection. Affiliated companies are only entitled to use the applications if this is expressly regulated in the offer.

4.2

The specific scope of services and functions of the applications as well as the scope of other contractual services result from the offer. The functionality of the applications is based on the description in the product description and any additional written agreements, if available. Statements and explanations by DataSolvio regarding the applications in advertising materials or on the website, as well as in the product description, if available, are understood exclusively as a description of the quality and not as a guarantee or assurance of a property.

4.3

Connecting the customer to the Internet and maintaining the network connection, as well as procuring and providing the hardware required on the customer's side, is not part of the contract. The customer is responsible for creating and maintaining the technical requirements for accessing the applications at his own expense and risk.

4.4

DataSolvio takes appropriate precautions against data loss and to prevent unauthorized access by third parties to customer data, to the extent that this is possible with reasonable economic and technical effort. In particular, DataSolvio will regularly perform backups and set up firewalls and regularly updated virus scanners on its servers in accordance with the state of the art to prevent unauthorized access to customer data and to prevent the transmission of harmful codes (viruses, trojans, dialers, etc.).

4.5

DataSolvio continuously develops the applications and strives to improve them. Updates are generally provided to the customer free of charge. However, if these are extensive updates and expansions of the functionality (e.g., adding modules) of the applications, they may be classified by DataSolvio as a new product or upgrade and made available to the customer for an additional fee. In this respect, reference is made to clause 13.6. If DataSolvio provides such upgrades and expansions free of charge, the customer has no claim to their provision. DataSolvio will inform the customer about the discontinuation of free services.

4.6

DataSolvio reserves the right to make changes to adapt the applications to the state of the art, changes to optimize, in particular to improve user-friendliness, as well as changes to content, provided that the latter are necessary to correct errors, update and complete, optimize programmatically, or for licensing reasons. If such a change results in a significant reduction in the contractual services, the customer may either request a reduction in the fee corresponding to the reduction or terminate the contract without notice. The right of termination can be exercised within eight weeks of the change taking effect.

5. Admin-User Account, User Accounts, Access Data

5.1

The customer's access to the applications is password-protected. DataSolvio creates an admin-user account for an administrator designated by the customer. The customer is obliged to provide DataSolvio with the name, email address, and, if necessary, mobile phone number (required for two-factor authentication) of the administrator selected by the customer. Through the admin-user account, the customer can then create and manage additional user accounts for authorized users. The access data for a personal login is provided exclusively with an encrypted link by email for technical reasons. The access data is individualized and may only be used by the respective customer or the authorized users. The customer must instruct the authorized users to choose a sufficiently secure password and to keep the access data, including the password, secret and to protect it from unauthorized access by third parties.

5.2

The transfer of access data and the otherwise permitting or enabling the use of user accounts or applications by third parties is strictly prohibited.

5.3

Authorized users may access the applications from any number of devices (PC, tablet, smartphone). The use of an individual user account by multiple natural persons is not permitted. The customer controls and monitors access by authorized users to the applications through the admin-user account and is responsible for ensuring that they use the applications in accordance with the contract.

5.4

The customer is obliged to inform DataSolvio immediately in the event of knowledge or suspicion of misuse of access data or passwords. DataSolvio is entitled to block access to the applications in the event of misuse or suspicion of misuse until the circumstances are clarified and the misuse is stopped. DataSolvio also reserves the right to change the customer's access data for security reasons; in such a case, DataSolvio will inform the customer immediately. The assertion of further rights and claims by DataSolvio, in particular claims for damages, remains unaffected.

6. Availability of Applications (Service Level Agreement – SLA)

6.1

The applications are generally available seven days a week, 24 hours a day, with DataSolvio aiming for an average availability of the applications of 99% per calendar year. The availability of the applications at the transfer point of the software to the Internet is decisive.

6.2

Availability is calculated using the following formula: Availability = (Total Time - Total Downtime) / Total Time * 100%. The following times are excluded from the calculation of total downtime:

a) Times of unavailability due to planned maintenance work on the software, which is regularly carried out on weekends.

b) Times of unavailability due to urgently required unscheduled maintenance work on the software, which is necessary to eliminate disruptions; DataSolvio will inform the customer of this in advance if possible.

c) Times of unavailability due to disruptions of the Internet that are beyond DataSolvio's control or other circumstances for which DataSolvio is not responsible, in particular due to force majeure.

d) Times of unavailability due to the fact that the necessary technical requirements for access to the applications, which the customer must create, are not or temporarily not available, for example in the event of disruptions to the customer's hardware.

7. Support, Warranty

7.1

DataSolvio provides the customer with free customer support in the event of disruptions to the applications. Customer support is provided via DataSolvio's general email support, available at: support@datasolvio.eu. Customer support is provided in German or English, depending on the customer's requirements. DataSolvio provides support services from Monday to Friday from 10:00 a.m. to 4:00 p.m. Public holidays at the Pentenried location as well as December 24 and 31 of each year are excluded.

7.2

Free support does not include: general know-how transfer, customization, integration, consulting and training, or software adaptation.

7.3

Claims by the customer against DataSolvio for warranty expire one year after the customer becomes aware of or grossly negligently fails to become aware of the circumstances giving rise to the claim, but no later than one year after the termination of the respective contract. A shorter statutory limitation period remains unaffected. For claims for damages in the event of injury to life, body, or health, which are based on a negligent breach of duty by DataSolvio or an intentional or negligent breach of duty by its legal representatives or vicarious agents, or for claims for damages in the event of damage based on a grossly negligent breach of duty by DataSolvio or an intentional or grossly negligent breach of duty by its legal representatives or vicarious agents, the statutory periods apply in deviation from the preceding sentences.

8. Customer's Duties to Cooperate, Obligations

8.1

The customer is solely responsible for compliance with the legal data protection regulations applicable to him. It is the customer's responsibility to check and, if necessary, seek expert advice on whether the services offered by DataSolvio meet his actual and legal requirements.

8.2

The customer must promote the implementation of the contract through active and appropriate cooperation. In particular, the customer is obliged to create all conditions free of charge within his area of operation that are necessary for the proper provision of DataSolvio's services. This includes any conditions specified in the offer as well as those mentioned in the following clauses 8.3 to 8.5.

8.3

The customer is obliged to

a) create and maintain the technical requirements for access to the applications within his area, in particular with regard to the hardware and operating system software used, the connection to the Internet, and the current browser software;

b) take the necessary precautions to secure his systems throughout the contract period, in particular to use the common security settings of the browser and to use current protection mechanisms to prevent malware;

c) ensure that the data stored in the admin-user account is always up to date. In the event of changes or inaccuracies in the stored data, these must be updated or corrected by the customer immediately and without being asked.

8.4

Notwithstanding DataSolvio's obligation to back up data in accordance with clause 4.4, the customer is responsible for maintaining and protecting customer data. It is the customer's responsibility to regularly export and back up this data on his own servers.

8.5

The customer is obliged to inform DataSolvio immediately in text form of any performance disruptions (defects in services, lack of availability) as soon as he becomes aware of them, at the latest on the following working day, and to provide comprehensible and detailed information, including all information useful for identifying and analyzing defects, on the performance disruptions to DataSolvio. In particular, the steps that led to the occurrence of the defect, the manifestation, and the effects of the defect must be specified. The customer will support DataSolvio to a reasonable extent in identifying and rectifying defects.

9. Further Duties of the Customer, Prohibited Activities, Indemnification

9.1

The customer is obliged to use the applications provided by DataSolvio only to the contractual extent for the contractual purpose and within the framework of the applicable legal provisions and to refrain from all actions that could endanger or disrupt the functionality of the applications.

9.2

The customer is particularly obliged to

a) not create, store, or send any pornographic, violence-glorifying, discriminatory, legally prohibited, youth-endangering, immoral, or public order and security endangering content using the applications;

b) not infringe any copyrights (e.g., for photos, graphics), trademarks (e.g., logos), and other intellectual property rights or other legally protected goods of DataSolvio or third parties (e.g., personal rights) using the applications;

c) access the applications exclusively via the interfaces provided by DataSolvio;

d) not use any devices, facilities, software, or data or make any interventions that could lead to changes or disruptions to the applications;

e) ensure that the information and data transmitted and stored using the applications are not infected with viruses, worms, or trojan horses;

f) not use any devices, products, or other means to circumvent or overcome technical measures used by DataSolvio to prevent unauthorized use;

g) not use any web crawlers, robots, spiders, site search/retrieval applications, or other automated means or comparable technologies to access the applications or retrieve or evaluate content.

9.3

The customer is obliged to inform the authorized users of the above provisions and to ensure their compliance.

10. Intellectual Property, Rights of Use

10.1

The software, including the graphics and images used, the collection of content, as well as individual content including the system representation texts, and the software code underlying the software, may be wholly or partially protected by copyright or other intellectual property rights. All rights are exclusively held by DataSolvio or DataSolvio's licensors. Customer data is excluded from this.

10.2

The customer is particularly not permitted to

a) reproduce, modify, adapt, translate, decompile, disassemble, or derive the software, perform reverse engineering, or otherwise attempt to derive the source code underlying the software;

b) use, evaluate, or display the software to construct, modify, or otherwise create a network environment, program, infrastructure, or parts thereof that have comparable functionalities to the software in question. The mandatory statutory provisions on permissible use pursuant to § 69d (2) and (3) of the Copyright Act (UrhG) and § 69e UrhG remain unaffected.

10.3

The customer receives the simple, non-exclusive, non-transferable right to access and use the applications for his own business purposes via a browser and an Internet connection for the duration of the offer, subject to the offer and the following provisions. The right of use is limited to the number of authorized users specified in the offer. DataSolvio is entitled to take technical measures to prevent use beyond the permissible scope, in particular by installing access barriers.

11. Third-Party Intellectual Property Rights

11.1

The customer is obliged to inform DataSolvio immediately if third parties assert intellectual property rights violations against him due to the contractual use of the applications. He will also leave the legal defense to DataSolvio at DataSolvio's request and expense. The customer is obliged to support DataSolvio to a reasonable extent in the legal defense.

11.2

If third-party intellectual property rights are violated, DataSolvio may, at its discretion

a) obtain a sufficient right of use for the purposes of the existing agreement from the party entitled to dispose of the violated intellectual property right in favor of the customer, or

b) modify or replace the applications in such a way that they no longer violate third-party rights, provided that the functionality of the applications owed is not significantly impaired, or

c) deliver a new version that does not violate third-party intellectual property rights when used in accordance with the contract.

12. Restriction/Blocking of User Accounts

12.1

DataSolvio reserves the right to temporarily or permanently restrict the customer's use of the applications or to temporarily or permanently block the customer's access to the applications if

a) there are concrete indications that the customer or authorized users assigned to him have allowed or otherwise willfully enabled an unauthorized third party to use the user accounts or access data assigned to the customer;

b) there are concrete indications that a violation of one of the obligations under clause 9.2 has occurred;

c) there are concrete indications of abusive, unauthorized, or fraudulent use of the customer's user accounts or such use is to be feared based on concrete indications;

d) the customer fails to pay the owed remuneration despite a reminder within 30 days of the due date;

e) the customer repeatedly violates other provisions of the contract despite a warning;

f) other circumstances exist that entitle DataSolvio to terminate the contract for good cause.

12.2

When selecting measures under clause 12.1, DataSolvio will appropriately consider its own operational requirements and liability risks as well as the legitimate interests of any claimants and the customer (e.g., fault, severity of the breach of duty, risks, customer's statement).

12.3

DataSolvio will inform the customer of a temporary or permanent restriction or blocking of the user accounts assigned to him, stating the reasons, without delay.

13. Remuneration and Payment, Payment Terms, Adjustment of Remuneration

13.1

The remuneration owed by the customer for the contractual services is specified in the offer.

13.2

The remuneration for the contractual services is to be paid in advance for the subscription or billing period specified in the offer and the subsequent renewal periods.

13.3

Unless expressly agreed otherwise in the offer, invoices from DataSolvio are due for payment without deduction within fourteen days of receipt by the customer. DataSolvio is entitled to send invoices to the customer by email or make them available to the customer online.

13.4

The customer may only offset claims against claims of DataSolvio that have been legally established or are undisputed.

13.5

All prices are in euros and, unless expressly stated as gross prices, plus the applicable statutory value-added tax at the relevant time. Unless expressly stated otherwise, the customer is responsible for all other taxes and duties that apply to the sale and use of the applications and additional services.

13.6

If DataSolvio expands the contractual applications with additional content or functions after the conclusion of the contract ('extensions'), DataSolvio reserves the right to increase the remuneration owed by the customer in accordance with this provision:

a) DataSolvio will inform the customer of any increase in remuneration, stating the specific extensions, with a reasonable notice period in advance in text form (e.g., by email), but at least six weeks before the planned effective date of the price increase.

b) The relevant price increase is deemed to have been accepted by the customer if the customer does not object to it in text form within six weeks of receipt of the notification. DataSolvio will specifically inform the customer of the right to object and the legal consequences of silence in the change notification. If the customer objects to the price increase, the contractual relationship between DataSolvio and the customer will continue under the previous conditions. In this case, the customer has no claim to the provision of the relevant extensions.

13.7

Notwithstanding the preceding paragraph, DataSolvio is entitled to increase the prices agreed with the customer, each with a minimum of 12 months since the last price change (but at the earliest 12 months after the conclusion of the contract), with a notice period of at least 3 months before the price change takes effect ('change notification'). The increase may only be made if and to the extent that the material and personnel costs relevant to the price calculation have increased due to unforeseeable circumstances not caused by DataSolvio and beyond DataSolvio's control, in particular if the necessary costs for maintaining and further developing the technical infrastructure of the applications, the costs for licensing third-party services, or the total wage (ancillary) costs have increased and only to the extent that the total price increases as a result, taking into account any cost savings that may have occurred. The change notification must state which cost factors have increased and how this affects the increase in the total price. Each change notification must be in text form. If DataSolvio increases the prices by at least 10%, the customer is entitled to terminate the contract within six weeks of receipt of the corresponding change notification with effect from the date the price adjustment takes effect ('special termination right'). If the customer does not terminate or does not terminate in due time, the contractual relationship will continue under the new remuneration. DataSolvio will inform the customer of the special termination right and the consequences of not terminating in due time in the change notification. If the mentioned costs decrease overall, the customer can demand a price reduction corresponding to the decreasing costs. The customer can also assert this claim with a notice period of three months if the price has not been reduced for 12 months.

13.8

A price increase under clause 13.7 sentence 1 may also be made if and to the extent that the producer price index for IT services for Germany published by the Federal Statistical Office has increased by more than 5% after the conclusion of the contract or the respective previous price increase and this directly affects DataSolvio's costs for providing the contractual services. The price increase is made in accordance with the percentage increase in the price index. Clause 13.7 sentences 3 to 10 apply accordingly.

14. Applications and Websites of Third Parties

The DataSolvio website or the applications may contain hyperlinks to external applications and websites over whose content DataSolvio has no control. These hyperlinks are provided to the customer for reference purposes only. DataSolvio assumes no liability for the external content. If DataSolvio becomes aware of the illegality of the linked content, DataSolvio will remove the corresponding hyperlink immediately.

15. Liability for Damages and Reimbursement of Expenses

15.1

DataSolvio is liable for damages and the reimbursement of expenses arising from or in connection with the contract, regardless of the legal basis, only in the following cases:

a) In cases of intent, gross negligence, and in the event of negligent or intentional injury to life, body, or health, DataSolvio is liable without limitation.

b) In cases of slight negligence that do not fall under the regulations under a), DataSolvio is only liable for the breach of essential contractual obligations. Essential contractual obligations are those obligations whose fulfillment makes the proper execution of the contract possible in the first place and on whose compliance the customer may regularly rely. Liability for the breach of such an essential contractual obligation is limited to the typical contractual damage that DataSolvio had to expect at the time of the conclusion of the contract based on the circumstances known at that time.

15.2

DataSolvio is only liable for the loss of data in accordance with the preceding paragraph if and to the extent that such loss could not have been avoided by reasonable data backup measures on the part of the customer.

15.3

The no-fault liability of DataSolvio for defects already existing at the time of the conclusion of the contract under § 536a para. 1 sentence 1 BGB is excluded.

15.4

All claims against DataSolvio for damages or reimbursement of expenses in the case of contractual and non-contractual liability are subject to a limitation period of one year. The limitation period begins with the time specified in § 199 para. 1 BGB. It expires no later than five years after the claim arises. The provisions of sentences 1 to 3 of this clause 15.4 do not apply to liability in cases of intent or gross negligence and to liability for damages resulting from injury to life, body, or health.

15.5

The above limitations of liability as well as all other limitations of liability contained in these AGB do not apply in the case of the assumption of express guarantees and in the case of claims due to the absence of guaranteed characteristics. Liability under the Product Liability Act remains unaffected.

16. Confidentiality

16.1

Each party is obliged to

a) treat confidential information of the other party strictly confidential and use it only in connection with the contractual purposes;

b) secure it against unauthorized access by third parties through appropriate confidentiality measures. This also includes technical security measures adapted to the current state of the art (Art. 32 GDPR);

c) disclose or pass it on only to such employees and bodies as well as commissioned service providers who need to know this information for the performance of the contract and are subject to a confidentiality obligation that does not fall short of the protection of this agreement;

d) not disclose it to other third parties or make it accessible to third parties unless it is a consultant or potential investor of the receiving party and the respective consultant or investor is subject to a confidentiality obligation that does not fall short of the protection of this agreement or is already obliged to maintain confidentiality by profession.

16.2

The confidentiality obligations under clause 16.1 do not apply to confidential information that can be proven to

a) have been known or generally accessible to the public before the notification or transfer or become so at a later date without violating a confidentiality obligation;

b) have been known to the receiving party before the disclosure by the disclosing party and without violating a confidentiality obligation;

c) have been independently developed by the receiving party without using or referring to confidential information from the disclosing party;

d) have been provided or made accessible to the receiving party by an authorized third party without violating a confidentiality obligation; or

e) must be disclosed due to mandatory legal provisions or a decision of a court and/or an authority.

16.3

The confidentiality obligations under this clause 16 remain in effect for a period of 2 years beyond the termination of the contract.

17. Data Protection, Order Processing

17.1

DataSolvio processes personal data of the customer in accordance with DataSolvio's privacy policy. DataSolvio's privacy policy is available at: https://datasolvio.eu/datenschutz/

17.2

The customer is responsible as the controller within the meaning of Art. 4 No. 7 GDPR for the lawfulness of the collection, processing, and use of personal data that he processes using the applications, as well as for safeguarding the rights of the data subjects. To the extent that DataSolvio has access to personal data of the customer or from the customer's area, DataSolvio will process this personal data exclusively as a processor in accordance with the documented instructions of the customer and only for the contractually agreed purposes in accordance with Art. 28 para. 3 GDPR and in accordance with the data processing agreement concluded between the parties. The conclusion of a data processing agreement in accordance with Art. 28 GDPR is a prerequisite for the customer's use of the applications.

18. Contract Duration, Consequences of Termination

18.1

The start of the contract, its duration, and any ordinary termination rights are regulated in the offer. The right to extraordinary termination remains unaffected.

18.2

DataSolvio will block the customer's access to the applications immediately after the termination of the contractual relationship and irrevocably delete all customer data no later than one month after the termination of the contract. Any statutory retention periods remain unaffected. The customer data cannot be restored after deletion. It is the customer's responsibility to ensure that all data he needs, particularly documents, are exported and backed up on his own servers before the termination of the contractual relationship.

19. Transfer of Rights and Obligations

19.1

Except as provided in clause 19.2, neither party may transfer the rights and obligations arising from the contract to a third party without the consent of the other party.

19.2

DataSolvio is entitled to transfer the contract in its entirety to a company affiliated with DataSolvio within the meaning of §§ 15 ff. AktG, as well as to any other third party, provided that this third party acquires the entire business of DataSolvio or a substantial part thereof. DataSolvio will notify the customer of a planned transfer at least four weeks in advance in text form. In the event of such a transfer notification, the customer has the right to terminate the contract extraordinarily at the time the planned transfer takes effect. DataSolvio will specifically inform the customer of this right in the transfer notification. The termination must be declared to DataSolvio in text form within fourteen days of receipt of the transfer notification.

20. Force Majeure

20.1

If DataSolvio is wholly or partially prevented from fulfilling its contractual obligations due to force majeure, DataSolvio is released from these obligations for the period and to the extent that force majeure prevents its performance.

20.2

As soon as DataSolvio becomes aware of a circumstance of force majeure that wholly or partially prevents DataSolvio from fulfilling its contractual obligations, DataSolvio must inform the customer of this ('notification') and provide the customer with an assessment of the extent and expected duration of its inability to perform within ten working days if reasonably possible. If the notification is not made immediately, DataSolvio is only released from its obligation to perform from the time the notification is made.

20.3

If DataSolvio invokes force majeure, DataSolvio must make all economically reasonable efforts to minimize the extent of the consequences for the contractual services caused by force majeure. DataSolvio will regularly inform the customer appropriately about the current status as well as the extent and expected duration of the impediment to performance.

20.4

The customer is released from his payment obligation to the extent and for as long as DataSolvio is prevented from fulfilling its contractual obligations due to force majeure. DataSolvio will refund any amounts already paid to the customer to this extent.

20.5

As soon as it becomes clear that the contractual services cannot be fulfilled or cannot be fully fulfilled due to force majeure for more than 3 months, either party is entitled to terminate the contract extraordinarily.

21. Miscellaneous Provisions

21.1

If any provision of the contract, including these AGB, is found to be invalid, ineffective or unenforceable, the validity, effectiveness and enforceability of the other provisions of the contract shall not be affected. The parties undertake to replace the invalid provision with a legally permissible provision that comes closest to the purpose of the invalid provision.

21.2

Amendments and additions to the contract must be made in writing. This also applies to the waiver of this formal requirement.

22. Applicable Law and Jurisdiction

22.1

The contract is governed by German law.

22.2

All disputes arising out of or in connection with this contract are subject exclusively to the courts in Berlin.

Disclaimer

The application provided by DataSolvio does not constitute legal advice. The information and functionalities offered by the application are intended to assist with data protection management but do not replace professional legal consultation. Users should seek independent legal advice for specific legal issues.