(1) Scope of Application, Contract Conclusion
The below General Terms and Conditions shall apply to all business activities offered by iPoint-systems gmbh (in particular regarding development, distribution, software licensing and, if need be, customer-specific implementation and maintenance) within the framework of business transactions with other companies, legal entities under public law and special funds under public law. They shall apply to all offers, deliveries, and services, unless the parties agreed otherwise in individual cases. Within the framework of permanent business relationships, they shall also apply to all future business transactions without the need to point this out once again. Test users accept the test terms and conditions.
The Customer accepts these Terms and Conditions to be binding on them by placing an order and by accepting either the order confirmation or our deliveries and services without objecting to it/them.
Any contrary or deviating terms and conditions of the Customer are hereby expressly rejected. Our General Terms and Conditions shall apply even if we make deliveries in spite of being aware of the Customer's contrary or deviating terms and conditions.
Unless expressly otherwise agreed, our offers shall be non-binding. A contract shall be concluded with the Customer only after we accepted the Customer's written order by sending an order confirmation or by performing the delivery/service. The term of acceptance shall be four weeks from the order receipt.
Any quality or life period guarantees, any quality agreements, declarations as to the use of delivered goods, and any other ancillary agreements must be in writing to be effective. Agreements and indications in our offers as to the quality or the use of delivered goods shall prevail over any indications contained in leaflets, drawings, descriptions, price lists, and other documents or samples.
(2) Scope of Services, Examination and Cooperation Obligations, Documentation
The subject matter of these contractual conditions shall be the licensing of software developed by iPoint-systems gmbh for numerous applications, including—if so agreed—customer-specific development and/or adjustment, implementation and maintenance with the Customer.
Prior to contract conclusion and, if necessary, based on test software programs provided by iPoint-systems gmbh, the Customer ensured that all software specifications correspond to their application needs. The Customer is aware of all significant functionality characteristics and conditions. (examination obligation of the Customer).
Should the need for (additional) developments, adjustments, implementation and/or maintenance services for contractual software programs become apparent only after this contract was concluded, the Customer shall have the right to request contractual software program changes that iPoint-systems gmbh is technically able to do so and that this is reasonable. iPoint-systems gmbh shall check the change request and notify the Customer of the result as well as any potential costs in the form of a binding offer. If the Customer accepts the offer, these changes shall be of the essence.
Should the Customer not fulfil their cooperation obligation after the contract was concluded in spite of being granted a period of grace, iPoint-systems gmbh shall have a right to terminate the contract.
To the extent to which required for the use of the contractual services, iPoint-systems gmbh shall provide the Customer with the respective user documentation (in particular installation and commissioning manuals, in the case of special agreements also file descriptions, manuals, file overviews, record descriptions, or other materials). If it is possible to download this user documentation at www.ipoint-systems.de free of charge, printed versions may be provided to the Customer only for separate remuneration.
(3) Granting of Rights
This licensing shall not include a transfer of any ancillary copyrights, in particular no copyrights, patent and trademark rights. Copyright notices and other indications of industrial property rights may not be removed.
Any test software programs provided by iPoint-systems gmbh may exclusively be used for test and evaluation purposes. In this respect, copies may only be made for data backup purposes. Any use in an actual (productive) operating environment and transfer to third parties shall be prohibited. iPoint-systems gmbh shall have the right towards test users to withdraw the right to test uses at any time; in this case, test users shall be obligated to immediately delete any test software programs and any copies thereof and, upon request, to provide iPoint-systems gmbh with the respective evidence.
After the Customer has paid the full amount of remuneration agreed upon to be paid for software programs (hereinafter referred to as “Contractual Software Programs”), they shall be granted a non-exclusive usage right for Contractual Software Programs which is not limited in time. Within the framework of the vendor license, this enables them to copy the software programs, to integrate them into their own software and/or hardware applications, and to distribute these integrated components. The Contractual Software Programs without any integrations may be transferred to third parties and to associated companies in terms of section 15 AktG [Aktiengesetz - German Stock Corporation Act] only in individual cases and on the condition that this was expressly approved by iPoint-systems gmbh.
Unless otherwise agreed, our prices are indicated in EURO and they shall not include packaging, freight, and postage costs, customs duties, and applicable VAT in the statutory amount.
(5) Payment Terms, Setoffs and Right of Retention
Unless otherwise agreed, payments must be immediately made to us without any deductions and free of transaction charges. The Customer shall be in arrears if they do not pay within a period of 10 days, even without prior reminder. A deduction of discounts shall be admissible only if this was separately agreed upon in writing.
Despite of any deviating provision, iPoint-systems gmbh shall have the right to initially set off any payments of the Customer against their older debts. Should any costs or interest result from this, we may set off any payments against these costs first, then against any interest and finally against the principal amount. We reserve the right to request advance payments from first-time or foreign customers.
Should the Customer be in arrears with any payments to us or should we become aware of other circumstances giving reason to lower the Customer's creditworthiness, all our accounts receivable shall immediately become due for payment, irrespective of the payment terms agreed upon. In this case, we shall also have the right to perform any services still to be rendered only against advance payment or the provision of securities.
The Customer shall have a right of setoff or retention only with respect to those counterclaims that have been recognized by iPoint-systems gmbh or that were legally determined by a court.
(6) Delivery and Service Times, Default in Delivery
Subject to deviating regulations in individual cases, possibly communicated delivery times must be considered non-binding indications.
A delivery period agreed upon shall begin after all technical questions have been clarified. The delivery time shall start only after the Customer fulfilled all their cooperation obligations in this respect.
If the parties agreed upon an advance performance obligation for the Customer, such as making partial payments, the delivery period agreed upon shall begin only after the Customer fulfilled this advance performance obligation.
iPoint-systems gmbh shall have the right to make an objection due to non-fulfillment of contract.
Delivery periods agreed upon shall be subject to the proviso of complete and timely deliveries from our contractual partners.
Delivery periods shall be reasonably extended in cases of force majeure; the impairment period and a reasonable start-up period must be considered when calculating the respective period. Force majeure shall also include any events that were unforeseeable upon contract conclusion, such as energy and raw materials shortages, strikes, lockouts, authority measures, terrorist attacks, and war. iPoint-systems gmbh shall notify the Customer immediately of any force majeure events and the expected end of such circumstances. Should a force majeure event continue for more than three months without any interruptions or should the delivery period be extended for more than four months due to several force majeure events, both Customer and iPoint-systems gmbh have the right to withdraw from the contract. Regarding force majeure, the assertion of claims for damages and other claims shall be excluded. The obligation to pay remuneration shall cease to exist, any advance payments shall be reimbursed. The provisions under this section shall apply accordingly if these circumstances occur with any suppliers having an impact on the deliveries to iPoint-systems gmbh.
We shall have the right to make partial deliveries if the Customer can be expected to accept this. Partial deliveries shall be acceptable particularly in cases where the Customer is able to use such partial delivery according to the purpose, where the delivery of remaining goods is guaranteed, and where the Customer does not incur any significant additional efforts or costs due to such partial delivery.
(7) Default in Acceptance
If the Customer is in default of acceptance, we shall have the right to request lump sum damages to the amount of 0.25% of the delivery/service value for each completed week of default; these lump sum damages shall be limited to 10% of the delivery/service value. The Customer may produce evidence showing that iPoint-systems gmbh incurred lower damage and iPoint-systems gmbh may produce evidence that it incurred higher damage. Should the Customer, after a reasonable four-week period of grace as a minimum, reject the acceptance of the delivery or should they have declared not to accept delivery before the end of the term, iPoint-systems gmbh shall have the right to withdraw from the contract and request damages to be paid instead of rendering the services.
(8) Disruption of Services
iPoint-systems gmbh guarantees that test software programs can be used without violating third-party rights. Apart from that, any guarantee regarding test software programs shall be excluded.
As to Contractual Software Programs, iPoint-systems gmbh grants a warranty for the quality agreed upon and for the Customer being able to use the Contractual Software Programs without violating any third-party rights. The material defects warranty shall not apply to any defects resulting from the Contractual Software Programs being used for hardware and software environments not fulfilling the requirements or to any changes and modifications made by the Customer to the software programs without having the right to do so on the basis of the law, this agreement, or any other prior written approval of Seller
The Customer shall be obligated to check the Contractual Software Programs for any defects immediately after the receipt and to notify us of any defects; otherwise, a warranty for these defects shall be excluded. The same shall apply if any defects become apparent at a later time. The provisions under section 377 HGB [Handelsgesetzbuch - German Commercial Code] shall apply.
In the case of any material defects, iPoint-systems gmbh shall initially have the right to subsequent performance, i.e. to defect rectification (“subsequent improvement”) or to substitute deliveries at their own discretion. Within the framework of substitute deliveries, it is possible that the Customer must accept a new software version, unless this would lead to unreasonable impairments. In the case of legal defects, we shall provide the Customer with a legally flawless possibility to use the Contractual Software Programs or to change them in a way that third-party rights are no longer violated.
We may perform warranty activities in the premises of the Customer. iPoint-systems gmbh also complies with their obligation to subsequent improvement by providing updates with automated installation routines on the website for download and by offering the Customer support services (by phone or e-mail) for solving any installation issues.
The Customer's right to withdraw from the contract after subsequent improvement or substitute deliveries, depending on their choice, failed twice shall not be affected by this. Insignificant defects shall not establish a right to withdrawal.
The provisions under section 9 shall apply to claims for damages due to additional costs and defects.
The Customer's claims due to defects upon delivery shall become time-barred after twelve months, calculated from the transfer of risk, unless iPoint-systems gmbh is liable due to malicious intent or the law provides for longer periods of time. This limitation period shall only apply to those claims, including any claims for consequential damages due to defects, that are related to any possible defects.
The Customer's claims with respect to any expenses required for subsequent performance, in particular any transportation, route, labor and material costs, shall be excluded to the extent to which an increase in these expenses results from the goods having been subsequently transported to another place from the Customer's branch office, unless this was in compliance with the use according to the purpose.
The provisions under sections 478 and 479 BGB [Bürgerliches Gesetzbuch - German Civil Code] shall not be affected by the above conditions.
If services are not performed as contractually agreed and the responsibility for such failure lies with iPoint-systems gmbh, the latter shall perform the services, in full or part thereof, as contractually agreed without charging any additional fees to the Customer and within a reasonable period, unless this would incur unreasonable costs.
Unless otherwise agreed, this obligation shall only prevail if the Customer fails to complain about the disrupted service immediately and in writing, but no later than after two weeks from obtaining knowledge of the service not performed as contractually agreed. The Customer shall appropriately monitor the services provided by iPoint-systems gmbh for this purpose.
If iPoint-systems gmbh is responsible for the non-contractual provision of a service and if the contractually agreed service also cannot be performed within the period of grace given by the Customer for reasons within the scope of control of iPoint-systems gmbh, the Customer may terminate the contract without notice. This shall not affect the right to terminate the contract for good cause.
The Customer's claims due to disrupted services shall become time-barred after twelve months, calculated from the statutory start date of the statute of limitation, unless iPoint-systems gmbh is liable due to malicious intent or the law provides for longer periods of time. This limitation period shall only apply to those claims, including any claims for consequential damages due to defects, that are related to any possible defects.
In the event of termination, iPoint-systems gmbh is entitled to receive compensation for the services performed until the effective date of the termination. This entitlement does not apply to services for which the Customer provides qualified evidence that they are unusable for, or of no interest to, the Customer within two weeks from receipt of termination notice.
If iPoint-systems gmbh is not responsible for the non-contractual performance of a service, iPoint-systems gmbh shall offer the customer to provide such service in a contractually agreed manner within the scope of its capabilities. If the Customer accepts such offer, iPoint-systems gmbh may invoice any related expenses and evidenced costs.
The provisions under section 9 shall apply to claims for damages due to additional costs and defects.
Contract For Work And Labor
iPoint-systems gmbh guarantees that any installation and configuration services will be free of defects. Within the framework of statutory warranty, iPoint-systems gmbh shall in particular be obligated to examine any error messages and to rectify any defects (“subsequent improvement”). iPoint-systems gmbh may choose to deliver replacements instead of performing subsequent repairs.
If iPoint-systems gmbh fails to rectify any defects within a reasonable period of grace granted by the Customer, the latter shall have the right to assert statutory claims for damages, in particular to claim damages due to non-performance, and to withdraw from the contract.
The Customer shall have a right to self-performance subject to the conditions under section 637 BGB.
The Customer's claims due to disrupted services shall become time-barred after twelve months, calculated from the statutory start date of the statute of limitation, unless iPoint-systems gmbh is liable due to malicious intent or the law provides for longer periods of time. The statute of limitations for claims on the grounds of physical defects starts with the delivery of the service or upon completion of installation, if it has been agreed for iPoint-systems gmbh to also install the software. This limitation period shall only apply to those claims, including any claims for consequential damages due to defects, that are related to any possible defects. The provisions under section 9 shall apply to claims for damages due to additional costs and defects.
In the case of culpable violations of obligations, iPoint-systems gmbh shall be liable on the basis of statutory provisions for any damage resulting from injuries to life, limb, or health.
Liability of iPoint-systems gmbh for any culpable violations of significant contractual obligations shall also be based on statutory provisions. However, liability shall be limited to foreseeable damage which is typical for such contracts if iPoint-systems gmbh violates contractual obligations in a non-intentional or slightly negligent manner. Significant contractual obligations shall include any obligations that are required for achieving the contractual purpose and upon whose compliance the Customer may rely.
For any grossly negligent or intentional violation of non-significant contractual obligations, liability of iPoint-systems gmbh shall be based on statutory provisions.
iPoint-systems gmbh shall also be liable on the basis of the Produkthaftungsgesetz [German Product Liability Act].
Apart from that, any liability for culpable violations of contractual obligations shall be excluded.
The liability limitations and exclusions under para. 1 through para. 5 shall also apply in favor of iPoint-systems gmbh legal representatives and vicarious agents if any claims are directly asserted against them.
(10) Reservation of Proprietary Rights
iPoint-systems gmbh reserves proprietary rights in the software until the Customer paid all accounts receivable resulting from the business relationship, including those from any subsequent contracts such as follow-up orders, subsequent orders or orders for spare parts.
In particular in the case of deliveries to foreign countries, the Customer shall be obligated to make any required declarations and applications and to take any other measures that are required and purposeful for protecting our property.
The Customer shall have the right to use and exploit the software within the framework of their ordinary course of business.
The Customer shall have no right to assign by way of security or pledge any software in our property without having obtained our express written approval to this. The Customer shall be obligated to immediately notify us in writing of any pledging of goods by third parties or any other impairment of our rights.
If the Customer violates a contract, in particular when in default, or if insolvency proceedings are instituted or applied for with respect to Customer's assets, we shall be entitled, but not obligated, to take back any software delivered to the Customer. Taking back goods must not be considered a withdrawal from the contract, unless we expressly declare this in writing. Should the Customer not follow our instruction to return the software to us, they shall be obligated to pay compensation for loss of use to the amount of 5% of the purchase price, plus applicable VAT, for each month of default or a part thereof. This shall not affect our right to make a claim for additional damage.
iPoint-systems gmbh undertakes, at the request of the Customer, to release any collateral securities to which iPoint-systems gmbh is entitled according to these General Terms and Conditions if their value exceeds the total value to be securitized by more than 20%.
(11) Technical Documents and Provision of Material, Non-Disclosure
Any technical documents and materials such as compiler licenses, emulators, starter kits, drawings, specifications, documentations, samples, tools, models, etc., that are exchanged for making an offer or for the execution of contracts, must be returned after the purpose for which they were provided was achieved, unless they were used up or processed according to their respective purpose. The contractual parties undertake not to use the above documents and materials for any purposes contrary to the contract, not to distribute, and not to disclose them to any other third parties without having obtained a prior written approval of the other contractual party.
The contractual parties shall be obligated to treat any information, expertise and other business secrets that they become aware of in relation to the initiation or the execution of the respective contractual relationship as strictly confidential and not to disclose to or grant third parties access in any other way to any information, documents, documentations, drawings, sketches or other documents without an express approval of the other contractual party.
The licensing of test software programs or related documentations to third parties shall be prohibited.
(12) Prohibition of Assignment
The Customer shall have the right to totally or partially assign their contractual rights and obligations to third parties only after we previously approved this in writing.
(13) Data Protection
iPoint-systems gmbh shall comply with any and all applicable data protection provisions, in particular those in Germany, and in this regard, they shall subject their employees to a non-disclosure obligation in terms of section 5 BDSG (Datenschutzgesetz [German Data Protection Act]), unless they have already been generally subjected to such obligation.
iPoint-systems gmbh collects, saves, changes, transfers and uses personal data as a means for the fulfillment of their own business purposes in terms of section 27 et seq. BDSG, insofar as this is required for the justification, performance or termination of a legal receivable, or a receivable similar to a legal receivable, from the Customer, insofar as this is required for maintaining our justified interests and there is no reason to believe that the interests of the Customer worth protecting outweigh, and therefore preclude, the processing or exploitation of data, or if the data is publicly accessible or iPoint-systems gmbh is entitled to publish it, unless the interests of the Customer worth protecting obviously outweigh our justified interests, and therefore preclude the processing or exploitation of the data.
The Customer shall have the right to withdraw their approval of personal data being saved at any time. iPoint-systems gmbh is the recipient of any recalls.
(14) Applicable Law, Place of Performance and Venue, Severability Clause
The law of the Federal Republic of Germany shall be applicable to any and all contractual or tort claims. The applicability of the United Nations Convention on Contracts for the International Sale of Goods shall be excluded.
The parties agree upon the registered office of iPoint-systems gmbh in Reutlingen to be the place of performance and—if legally admissible—the venue. However, iPoint-systems gmbh may also initiate proceedings at the legal venue of the Customer.
Should one or several provisions under these General Terms and Conditions or parts of a provision be invalid, such invalidity shall not affect the validity of the remaining provisions or the validity of the contract as a whole.
The parties undertake to mutually agree upon a valid provision instead of the invalid one that comes as close as possible to the economic purpose of the invalid provision.
1. Scope of application and terminology
1.1 These General Terms and Conditions in the version valid at the time the Customer places an order shall apply to the business relationship between iPoint-systems gmbh (hereinafter referred to as "iPoint") and the Customer with regard to the iPoint SustainHub (hereinafter referred to as "SustainHub") shall apply in addition to the license agreement potentially concluded with the Customer.
1.2 Contradictory, differing or additional general terms and conditions of the Customer shall not form part of the contract, unless explicitly approved by iPoint. These General Terms and Conditions shall apply even if iPoint provides services without reservations in spite of being aware of the Customer's deviating terms and conditions.
1.3 The terms below, which are all used in these General Terms and Conditions, have the following meaning:
"Customer" is iPoint's contracting party named in the license agreement. The Customer may be a natural person, legal entity or other institution or organization defined in the license agreement.
"Authorized user" is a natural person authorized to use the application in accordance with the license agreement.
2. Contract conclusion
The presentation of the applications and licenses on the iPoint websites or in other media shall not constitute a binding offer. The Customer is rather given the opportunity to submit its own binding offer for the conclusion of a license agreement.
3. Application access
3.1 The Customer requires a password and access data entered by the Customer upon registration to access the applications. For technical reasons, the personal login data is sent exclusively via e-mail. The Customer shall keep the access data and passwords secret and prevent them from being accessed by unauthorized third parties. Single Sign On (SSO) login is permitted.
3.2 To ensure the usability of the application functions, the Customer's end devices must accept the cookies transferred by the iPoint system, not modify them and, if possible, not delete them within a session. The Customer shall agree to ensure compliance with the above requirements (particularly by applying the corresponding browser settings). Should the Customer fail to meet this obligation for reasons within its own scope of control, iPoint shall not be responsible for any resulting restricted functionalities.
3.3 iPoint reserves the right to deny access to the applications if there is evidence to suggest that the technologies used by the Customer compromise the functionality or safety of the database or restrict iPoint's options to check the Customer's access permission and permissibility of the type and scope of use to prevent a deterioration in performance. Access may be denied, in particular, if the IP address from which access is gained is included in a public blacklist or if the Customer uses browser software that facilitates the extensive anonymization of both user and user behaviour (e.g. Tor browser). iPoint shall contact the Customer prior to imposing a block and give notification of the intended block to give the Customer the opportunity to rectify the situation within an appropriate period of grace. Such notification shall not be given in the case of impending risks caused by delay.
3.4 The Customer shall notify iPoint immediately upon becoming aware of any misuse of access data, passwords or access. In the event of misuse, iPoint may block access to the database until the circumstances have been clarified and the misuse has been discontinued. The Customer shall assume liability for any misuse within its own scope of control.
3.5 Access to the data provided by the customer is restricted exclusively to registered customers (third parties). The data providing customer determines which of the registered other customers is entitled to access the data and which of the data entered in SustainHub are accessible to them.
3.6 Every user undertakes to use the provided data exclusively for the contractually agreed purpose. The use of the data for non-contractual purposes (e.g. cost and market research studies) requires the explicit consent of the person entitled.
3.7 The customer agrees that iPoint will evaluate non-personal data (e.g. anonymized usage data) so that the services offered can be better adapted to the needs of the customers. The customer can revoke this consent at any time with effect for the future.
4. Customer's duty to cooperate
4.1 The Customer shall be responsible for creating and maintaining the technical requirements for access to the applications within its own scope, particularly with regard to the hardware and operating system software used, the internet connection and current browser software.
4.2 In the event of the applications being updated, the Customer shall adjust its own IT infrastructure accordingly upon notification by iPoint.
4.3 The Customer shall implement the measures required for securing its systems, and in particular use the common browser security settings as well as current anti-virus software.
5. Scope and limitations of services, availability, change authorization
5.1 Statements and explanations provided by iPoint in advertising materials, on websites and in documentation shall be regarded exclusively as descriptions of characteristics and not as guarantees or assurances of characteristics.
5.2 The usual care shall be applied when selecting and maintaining the application contents. The Customer shall subject the contents to a plausibility check fit for purpose.
5.3 iPoint aims to provide an average uptime of 99 % per calendar year. The availability of the applications at the time of the database system transfer to the internet shall be the crucial factor. The availability is calculated according to the following formula: availability (total time - total unavailability) / total time * 100 %. The following times are not included in the calculation of total unavailability:
a) Unavailability caused by internet breakdowns or other circumstances beyond the control of iPoint, particularly force majeure;
b) Unavailability due to scheduled maintenance;
c) Unavailability due to crucial unscheduled maintenance required for the rectification of faults; the Customer shall be notified, if possible, of such maintenance on the website;
d) Unavailability caused by the technical requirements for application access to be provided by the Customer temporarily being unavailable, such as in the event of the Customer's hardware being defective.
5.4 iPoint shall endeavor to continuously adapt the applications to meet current requirements and therefore reserves the right to modify the system so as to update it to meet state-of-the-art requirements, to update the system, particularly to improve usability, and to implement changes to contents if the latter are required for correcting errors, updating and completing content, optimizing technical program content and for licensing reasons. In the event of such change resulting in a material deterioration of the services due to the Customer, the Customer may either choose to request a reduction in payment (for payable licenses) that reflects the deterioration or terminate the license agreement without notice. The termination right may be exercised within eight weeks from the occurrence of the change.
6. Payment, adjustment of payment, payment conditions
6.1 The payment to be made by the Customer for the use of payable applications is specified in the license agreement.
6.2 Unless specifically stated including VAT, all prices exclude statutory VAT applicable at the respective time.
7 Customer's rights of use
7.1 In accordance with the following provisions, the Customer shall receive a simple, non-exclusive, non-transferrable right of use for the application for its own purposes and limited to the terms of the license agreement on condition that payment due, and, in the case of payable licenses, payable, has been made.
7.2 An authorized user may only register once per application by way of user recognition and password. The previous session is automatically aborted if the user re-registers in another browser or on another device.
7.3 iPoint may implement technical measures to prevent any use in excess of the permissible scope, particularly install corresponding access blocks. The Customer shall not use any devices, products or other means that serve to avoid or overcome the technical measures implemented by iPoint. The customer shall not, in particular, use webcrawlers, spider programs, meta search engines or similar technologies which automatically call up contents. In the event of misuse, iPoint may block access to the applications immediately. This shall not affect any other rights and claims of iPoint, particularly the right to termination for good cause and compensation claims.
7.4 The Customer shall inform the authorized users of the above provisions and ensure compliance thereof.
7.5 The Customer shall provide iPoint with written information on the type and scope of application usage upon iPoint's request if there is objective evidence to suggest that usage is in breach of contract, particularly overuse. This shall not affect any other rights and claims of iPoint in the case of usage in breach of contract.
8 Claims in the case of defect
8.1 iPoint shall rectify technical defects in the applications within an appropriate period. iPoint's responsibility in this respect shall expire at the time of transfer of the systems operated by iPoint to the internet and shall not apply to the Customer's systems and data transfer services beyond the point of transfer.
8.2 iPoint shall apply the usual care when selecting and maintaining the contents. However, iPoint shall not assume any liability for the completeness, accuracy and up-to-dateness of the contents. iPoint's liability for third-party contents shall be excluded.
8.3 The customer shall be responsible for reporting any defects, faults or damage immediately.
9. Claims for damages
9.1 iPoint shall only assume liability, for whatever legal reason, within the scope of the statutory requirements and in accordance with the provisions of Sections 9.2 to 9.6 below.
9.2 iPoint shall assume unlimited liability for damages arising from injury to life, limb and health and for damages caused by acts of malicious intent and gross negligence performed by iPoint or one of its legal representatives or vicarious agents as well as for damages caused by non-compliance with a guarantee issued or characteristic assured by iPoint or by fraudulently concealed defects.
9.3 iPoint shall assume liability for damages caused by slight violations of material contractual obligations performed by iPoint or its legal representatives or vicarious agents. Such liability shall be limited to compensation for the typical discernible damages to be expected for contracts of the same type. Material contractual obligations are obligations whose fulfilment is crucial to the proper performance of the contract and compliance with which the contracting party may rely on.
9.4 iPoint shall assume limited liability up to EUR 25,000.00 per damage event in other cases of slight negligence.
9.5 iPoint's liability for defects already present prior to the conclusion of the contract, regardless of culpability, in accordance with Section 536a (1) sub-sentence 1 of the German Civil Code (Bürgerliches Gesetzbuch - BGB) shall be excluded.
9.6 This shall not affect liability in accordance with product liability law.
10. Commencement, term and termination of contracts
10.1 Unless specified otherwise in the license agreement, the provisions of Section 10 of this document shall apply with regard to the commencement, term and termination of license agreements.
10.2 The contractual term is one year and shall be extended by one year at a time unless the contract is terminated by giving two months' written notice prior to the expiry of the contractual term.
10.3 This shall not affect both Parties' right to terminate the contract for good cause.
10.4 Upon termination of the contract, iPoint may block the customer's access to the applications with immediate effect.
11. General provisions
11.1 The place of fulfilment shall be Reutlingen, Germany. The sole place of jurisdiction for disputes arising from contracts with business persons, legal entities under public law or special trusts under public law shall also be Reutlingen, Germany.
11.2 All disputes in connection with the use of the database and portal, for whatever legal reason, shall be exclusively governed by German law under exclusion of all provisions of the conflict of laws referring to other legal provisions. The applicability of the United Nations Convention on Contracts for the International Sale of Goods shall be excluded.
11.3 In the event of the German and English versions containing discrepancies, the German version shall prevail.
Valid from: October 1st, 2017
At iPoint-systems GmbH ("iPoint"), we take the protection of your data seriously. Data security and the protection of your privacy when processing personal data is important to us and we align all our business processes accordingly. We always process your personal data in accordance with the applicable data protection requirements, particularly the German Federal Data Protection Act (Bundesdatenschutzgesetz - BDSG).
1. Collecting, processing and using personal data for contractual fulfilment
iPoint processes and uses personal data insofar as this is required for the performance of the contractual relationship with the customer. When registering, the surname, forename, e-mail address, personal password, phone number, and company data are collected and stored. This data can be processed and changed at any time in the dashboard.
In the event of third-party services and data being used within the scope of the contractual relationship (e.g. data exchange with other systems), iPoint may transfer the customer's personal data to such third party insofar as this is required for the fulfilment of the contract concluded with the customer.
iPoint also uses the e-mail or postal address provided by you to notify you of product and service changes relevant to the contract in accordance with applicable law as well as other statutory information.
2. Other use of personal data
iPoint shall only use personal data above and beyond the requirements for the fulfilment of the contract if permitted to do so by law or if you have provided us with your consent to do so.
2.1 Transfer of personal data to authorities
iPoint may transfer customers' personal data to administrative and prosecuting authorities insofar as this is permitted by law.
2.2 Use of external service providers
iPoint uses third-party services (such as computer centers) in connection with the data uses stated in this data protection declaration. Such service providers have been bound by order data processing contracts in accordance with Section 11 BDSG and process personal data exclusively as instructed and under the control of iPoint in the manner stated in this document. We ensure that all our service providers maintain adequate data protection standards.
With regard to the following non-European service providers, it cannot be ruled out that data may be processed outside the European Economic Area: WalkMe Inc. 22 4th St, Floor 14, San Francisco CA 9410, USA.
3. Use of anonymized data for statistical evaluation as well as product and service improvements
iPoint uses master and usage data (such as the usage frequency of our services) for preparing statistical evaluations and improving products and services. The data is anonymized for such purposes and only processed in anonymized form.
4. Cookies, Google Analytics
4.2 Google Analytics
Google uses this information as ordered by us to analyze the user's use of our website, prepare reports on the activities within this website, and provide further services related to the use of this website and the internet for our benefit. Pseudonym usage profiles of users can be created from the processed data.
We only use Google Analytics with activated IP anonymization. In other words, Google abbreviates the user's IP address within the member states of the European Union or other countries contractually bound by the treaty regarding the European Economic Area. The full IP address is only transferred to a Google server located in the USA and abbreviated there in exceptional circumstances. The IP address transferred by the user's browser is not linked with other Google data.
Users can block cookies from being stored by adjusting their browser software settings accordingly. Users can also prevent the collection of the data created by the cookie and referring to their use of the website by Google and the use of this data by Google by downloading and installing the following browser plugin: tools.google.com/dlpage/gaoptout.
For further information on the use of data for advertising purposes by Google, settings and objection options, please go to: https://www.google.com/intl/de/policies/privacy/partners/ ("Data usage by Google when using our partners' websites or apps"), http://www.google.com/policies/technologies/ads ("Date usage for advertising purposes"), http://www.google.de/settings/ads ("Managing information used by Google to provide you with online advertising") and http://www.google.com/ads/preferences/ ("Choose the advertising provided by Google").
5. Withdrawal of consent, right of objection, information
Withdrawals of consent can be posted to iPoint-systems GmbH, Ludwig-Erhard-Strasse 58, 72760 Reutlingen, Germany, or e-mailed to email@example.com. Contact can also be made by e-mail. Customers may mail their objection to the use of their e-mail address and data for advertising purposes and market research to the address above at any time with future effect. No fees shall be charged for withdrawals and/or objections, except the basic transfer costs. By submitting a withdrawal, customers will no longer be informed about new features and products or campaigns (such as special discounts). Registered users can view and possibly delete and change certain data in the dashboard. In the event of incorrect data being stored, despite all our efforts to maintain accurate and up-to-date data, we shall naturally correct it immediately upon your request.
6. Data security
iPoint implements technical and organizational safety measures to protect the data managed by us against manipulation, loss, destruction and unauthorized access. We continuously improve our security measures in accordance with technological development.
7. Escape clause
iPoint reserves the right to amend this data protection declaration from time to time. Updated versions are published at http://www.ipoint-systems.com/legal. Please check regularly for updated versions.
8. In the event of the German and English versions containing discrepancies, the German version shall prevail.
Valid from: October 1st, 2017