The subject matter of the agreement is that the company QLIPS GmbH, Max-Eyth-Straße 21, D-72622 Nürtingen, Germany, Commercial Register of the Local Court of Stuttgart, HRB 753837, Value Added Tax ID DE301535534, grants the customer an option to use the QLIPS Conference through an internet access in the form of a Software as a Service (SaaS). The customer may use the QLIPS Conference for their own purposes, they may process and store their data.
The QLIPS Conference, the computing capacity necessary for its use and the necessary memory space for data will be provided by us or by a computer centre engaged by us. The system area allocated to the customer is protected against any access by third parties.
The customer’s access to the internet is not the subject matter of the contractual relationship. The customer bears the sole responsibility for the functioning of their internet access, including the transfer paths and for their own computer.
QLIPS GmbH will transfer to the customer the conference room key for identification and the authentication necessary for using the QLIPS Conference. The customer may use it to register their employees as users for a conference room and to grant their own access authorisations for more participants and may configure them according to their own requirements.
The customer is prohibited from submitting or providing these access data for the master and the user (Sec. 4) to any third parties.
Art. 2 Provision for Use / Usage Rights of the QLIPS Conference
Precondition for the use of the QLIPS Conference is the registration by QLIPS GmbH. The customer shall have no claim for admission to or use of the service.
QLIPS GmbH shall be entitled to change and adapt the contents of the services of the QLIPS Conference. QLIPS GmbH is constantly developing the QLIPS Conference WEBCO and will improve it by constant updates and upgrades.
QLIPS GmbH will grant the customer the non-exclusive and non-transferable right to use the QLIPS Conference during the term of the agreement for their intended purpose in the context of the SaaS services.
The customer may only edit the QLIPS Conference, insofar as that is covered by the use of the service in accordance with its intended purpose as set out in the current performance specification.
The customer may only copy the QLIPS Conference, insofar as that is covered by the use of the service in accordance with its intended purpose as set out in the current performance specification. Necessary copying includes the loading of the QLIPS Conference to the internal memory, but not any, even temporary, installation or storage of the QLIPS Conference on data carriers (such as e.g. hard discs) of the hardware used by the customer.
The customer shall not be entitled to provide the QLIPS Conference to third parties, free of charge or against a charge. The customer is hereby explicitly prohibited from further leasing the QLIPS Conference.
Art. 3 Granting of Storage Space
QLIPS GmbH provides the customer with a defined memory space on a server to store their data. The customer may store contents on this server up to a scope set out in the current performance specification.
QLIPS GmbH shall ensure that the stored data can be retrieved through the internet. The period during which the stored data can be retrieved is set out in the current performance specification.
The customer shall not be entitled to provide this memory space for use to any third party, in full or in part, with or without payment.
The customer undertakes to not store any contents in the memory space whose provision, publication and use violates applicable law or agreements with third parties.
QLIPS GmbH shall be obliged to take suitable precautions against any loss of data and to prevent that unauthorised third parties have access to the customer’s data. The concrete measures are set out in the current performance specification.
The customer shall, in any case, remain the sole authorised person to the data.
Art. 4 Support
QLIPS GmbH will answer inquiries of the customer regarding the use of the SaaS service forming the subject matter of the agreement in the context of the current performance specification that can be viewed here: QLIPS performance specifications.
Art. 5 Interruption / Impairment of the Reachability
Adaptations, changes and supplements of the SaaS service forming the subject matter of the agreement and measures serving the determination and elimination of functional faults will only result in a temporary interruption or impairment of the reachability if that is mandatorily necessary for technical reasons.
Art. 6 Duties of the Customer
The customer undertakes to diligently provide correct data that are necessary for registration and to not provide any misleading information and to not overload the QLIPS Conference by any abuse. Any automated creation of user accounts shall be prohibited.
The customer undertakes to not transfer or store any illegal contents or contents violating the laws, any requirements by authorities or third party rights by using the QLIPS Conference either through the service itself or in the memory space provided. The customer shall, in particular, but not exclusively, ensure that the contents will not violate the religious and cultural matters of other customers, and that the data, images and designations will not show any defamatory, violating, insulting, threatening, obscene, pornographic contents or contents that are liable to corrupt young people or otherwise violate the laws or infringe the good moral standards. Moreover, the customer undertakes to not violate any industrial property rights and copyrights or other property rights of third parties.
The customer undertakes to reimburse to QLIPS GmbH all damage which arises from a non-compliance with the duties mentioned in sections (1) and (2) and, moreover, to release QLIPS GmbH of all claims of third parties, including legal fees and court costs, which they might assert against QLIPS GmbH based on the non-compliance with these duties by the customer.
The customer shall be obliged to prevent that unauthorised third parties access the protected areas of the QLIPS Conference by taking suitable precautions. For this purpose, the customer will, if necessary, inform their employees about the compliance with the copyright laws. The customer will, in particular, request their employees to not make any unauthorised copies of the QLIPS Conference.
The customer shall solely be responsible for entering and updating their data and information which are necessary for using the QLIPS Conference.
The customer shall be obliged to check their data and information for viruses and other harmful components before they enter them, and the customer shall use state-of-the-art anti-virus programs for that purpose.
The customer will perform data back-ups on a regular basis. The stored recording data will automatically be deleted by QLIPS GmbH after four weeks.
For the access to the first-time use of the conference room, the customer will independently generate a „User ID“ and a password which are necessary for the further use of the SaaS services. The customer is obliged to keep the “User ID“ and password in secret and to not make them accessible to third parties.
The contents stored by the customer on the memory space intended for them, can be subject to copyright protection and protection under data protection laws. The customer hereby grants QLIPS GmbH the right to make the contents stored on the service accessible in case of retrievals over the internet and, in particular, to copy and transfer them for that purpose and to be able to copy them for the purpose of data back-ups.
Art. 7 Conclusion of the Agreement
The presentation of our SaaS services does not constitute a binding offer of QLIPS GmbH. It is only a binding offer under Sec. 145 of the BGB [German Civil Code] when the customer orders a service. In case of an acceptance of this offer, QLIPS GmbH will send an order confirmation to the customer by email, including the relevant conference room keys.
Art. 8 Fee
The fee will fall due immediately upon ordering.
The fee will be charged depending on different time intervals and shall fall due for payment in advance.
The customer undertakes to pay, in advance, the agreed fee for the use of the QLIPS Conference, plus the applicable value added tax at the legal rate. The fee depends on our price list which is valid at the date of the conclusion of the agreement.
The customer must raise any objections against the billing of the services we have rendered within a period of six weeks after receipt of the invoice, in writing, in the space specified for that purpose on the invoice. The billing shall only be deemed approved by the customer after the expiry of the above mentioned period. Upon sending the invoice, we will particularly inform the customer about the importance of their behaviour.
Art. 9 Term of the Agreement and Termination
The agreement will be concluded for an indefinite period of time. The contractual relationship will begin upon sending the conference room key and can be terminated online via the button within the user account of the buyer, at any time, by both parties with a notice period of 30 days to the end of the respective accounting period. A confirmation of the cancellation will be send by e-mail where the cancellation date of the subscription is specified.
The right of the contract parties to terminate the agreement for cause without compliance with a notice period shall remain unaffected. A cause shall be deemed to exist if a contract party performs a gross violation of their duties which are explicitly provided for herein and in particular if insolvency proceedings are initiated over the assets of the other contract party or if the other contract party is insolvent or unable to make their payments. A cause shall also be deemed to exist if the customer is in default of payment of the fee or of any not only insignificant part of the fee on two consecutive dates of payment or if they are in default of payment of the fee in an amount which is equivalent to the fee for two months in a period which covers more than two payment dates.
Art. 10 Violation of the Duty by the Customer, Contractual Penalty, QLIPS GmbH’s Right of Termination
The customer is obliged to pay the fee in due time. In case of any delay of payment by more than two weeks, we are entitled to block the access. The claim for such fee shall remain unaffected by a block of the access. The re-activation will be made immediately after payment of the deficits.
If the customer culpably violates their obligation to not enable any third parties to use the service or to inform us of new users before they start their activity, a contractual penalty in the amount of three times the monthly fee shall apply. Moreover, the QLIPS GmbH shall be entitled to terminate the contractual relationship without a notice period and with immediate effect and to block the access.
The right to pursue any further claims, for instance under the Urheberrechtsgesetz [Copyright Act] and to assert other claims for damages shall remain reserved in all cases.
Art. 11 Liability for Defects / Liability / Customer’s Right of Termination
The readiness for functioning and operation of the QLIPS Conference is set out in the current performance specification.
Data communication through the internet cannot be ensured without errors and/or with an availability at any time, according to the current state of the art. Insofar, QLIPS GmbH shall exclusively be liable for the availability until the transfer point of QLIPS Conference to the internet.
In the event that our services are used by unauthorised third parties by using the customer’s access data, the customer shall be liable for any fees arising therefrom under the liability under civil laws until the receipt of a customer order to change the access data or the notification of the loss or theft, insofar as the customer is responsible for the access by the unauthorised third party.
QLIPS GmbH shall be entitled to immediately block the usability of the QLIPS Conference, if there is a justified suspicion that the behaviour of the customer/user is illegal or violates the rights of third parties. A justified suspicion for such an illegality and/or for a violation of the law shall be deemed to exist, in particular, if we are informed thereof by courts, authorities and/or other third parties. The block shall be released as soon as the suspicion no longer applies.
Claims for damages against QLIPS GmbH shall be excluded, regardless of the legal reason, unless QLIPS GmbH, their legal representatives or vicarious agents have acted with intent or gross negligence. We will only be liable for slight negligence if a contractual duty which is essential for achieving the purpose of the agreement was violated by QLIPS GmbH, their legal representatives or officers or vicarious agents, and in case of damage arising from the injury of life, body or health. QLIPS GmbH will only be liable for foreseeable damage which must typically be expected in the context of any SaaS services. The duty of reimbursement shall be restricted to an amount of EUR 500,000 per damage according to the current sum insured under the liability insurance, even if a violation of essential duties of the agreement applies. In case of a loss of data, QLIPS GmbH will not be liable insofar as the damage is caused by the fact that the customer failed to make data backups and thus failed to ensure that lost data can be recovered by applying a justifiable effort.
The above exclusions of liability shall not apply in case of an injury of life, body and health. The liability under the Produkthaftungsgesetz [Product Liability Act] shall remain unaffected thereby.
The customer must not enforce a reduction of the fee by deducting any sums from the agreed fee. Any claims for enrichment or damages shall remain unaffected.
The customer’s right for termination due to the non-grant of the use under Sec. 543 (2) sentence 1 no. 1 of the Bürgerliches Gesetzbuch [German Civil Code] shall be excluded, unless the provision of the use in line with the agreement is deemed to have failed.
Art. 12 Data Privacy and Secrecy
QLIPS GmbH ensures the privacy of the data provided by the customer under data protection laws and observes the legal provisions on data protection, in particular the TKG [Telecommunication Act], the Telemediengesetz [Telemedia Act] and the Bundesdatenschutzgesetz [German Data Protection Act].
QLIPS GmbH hereby informs the customer that it collects, processes and uses personal data insofar as that is necessary for the performance of the SaaS. The customer agrees that QLIPS GmbH will store, transfer, delete and block their data, insofar as that is necessary by considering the justified matters of the customer and the purposes of the agreement.
QLIPS GmbH will keep in confidence all information and data which are made available by the customer in the context of handling this contractual relationship. That relates, in particular, to information on methods, processes and business secrets, business connections, prices used by the customer and information on the contractual partners of the customer. We are, furthermore, obliged to prevent the unauthorised access of third parties to the information and data of the customer by taking suitable precautions.
QLIPS GmbH shall be obliged to ensure that even their employees comply with the duty of secrecy and non-disclosure toward third parties.
Art. 13 Written Form, Choice of Law, Place of Jurisdiction
No oral side agreements have been made. Any and all agreements which contain an amendment, supplement to or concretisation of these Terms and Conditions as well as special assurances and agreements shall be made in writing to be effective. If they are declared by representatives or auxiliary persons of QLIPS GmbH they shall only be binding, if we provide our written consent.
The parties agree that the laws of the Federal Republic of Germany shall apply to any and all legal relationships arising from this contractual relationship.
Insofar as the user is a merchant within the meaning of the Commercial Code, a legal person under public law or a special fund under public law, Stuttgart, Germany, will be agreed as the place of jurisdiction for any and all disputes which arise in the context of handling this contractual relationship.