Effective: June 14, 2019
§ 1 Scope of application
(3) Customers within the meaning of the present regulations are exclusively enterprises.
§ 2 Subject matter of the contract, conclusion of the contract
(1) Nordantech offers the customer an online software solution for a contract term, which simplifies the organisation of projects for the customer. Nordantech also provides storage space for the data and content entered by the customer in the software solution. A transfer of the platform software is not part of the contract.
(2) When registering via the provider's platform, the customer initially has a test period of 30 days during which he can check the software for its usability for his purposes. This is the trial access version of the Falcon software with a limited useful life.
(3) The provider offers the customer the granting of an additional right to use the software for a fee for unlimited use in accordance to § 2. For this purpose, the customer can select the provider's other paid offer versions after registering on the platform.
(4) The customer can choose between different offer versions of Nordantech, which contain different scope of use and functions of the software solution.
(5) The offers presented on the Nordantech platform represent a non-binding offer in the legal sense. By placing an order via the platform, the customer bindingly declares his contractual offer. Input errors can be corrected during the ordering process before sending the order using the usual keyboard and mouse functions. Confirmation of receipt of the order is immediate.
The provider can accept the customer's offer as follows:
- a written order confirmation or an order confirmation in text form (e-mail), whereby the receipt of the order confirmation by the customer is decisive in this respect,
- provides the service,
- after placing his order for payment.
A request for payment is also made when the bank data is communicated to the customer or when the customer is forwarded to a payment service provider.
If several of the aforementioned alternatives exist, the contract is concluded at the point in time at which one of the aforementioned alternatives for acceptance occurs first.
(6) Nordantech does not store the text of the contract.
(7) A contract is concluded as follows via the order by e-mail, fax or telephone: With the order, the customer declares his contractual interest without obligation or his binding contractual offer.
(7.1) Contractual interest
The customer's order by the means specified in item (7) represents a non-binding offer by the customer to Nordantech to conclude a contract for the service described in the order. Upon receipt of the order, Nordantech shall, at its discretion, send the customer a message confirming receipt of the order and listing its details (order confirmation) and containing the GTC. This order confirmation represents a binding offer to the customer. Acceptance is either expressly declared by the customer or is effected at the latest with payment of the service within 14 days from receipt of the offer. The offer submitted by Nordantech is valid from receipt by the customer for a period of 14 days.
(7.2) Contract offer
The customer must provide the complete and correct contractual data requested by Nordantech in the registration form to the customer login or by other means, if and to the extent that these are not marked as voluntary data. The use of artist names, pseudonyms or other imaginary names in the context of personal name queries is not permitted. It is also forbidden to give external or otherwise inaccurate information when ordering. If the data collected changes after the order, the customer is obliged to update his profile immediately or to transmit the changed data to Nordantech in another way.
(8) The customer may also expressly declare his contractual offer in his order to be binding. Nordantech will send the customer a confirmation of receipt of his order at its discretion. Acceptance is either expressly declared by Nordantech within two days or is made with a request for payment or provision of services.
(9) The customer must keep his password for the customer login secret and carefully secure access to his customer account. The customer is obliged to inform Nordantech immediately if there are indications that a customer account has been misused by third parties.
(10) The provider is entitled to interrupt the permanent use due to maintenance work and for other important reasons, if he informs the customer in advance within a reasonable time. In urgent cases, advance notification is not required.
§ 3 Copyright and right of use
(1) The copyright and exclusive right of use for published objects created by Nordantech (Falcon Software including interfaces, internet pages, scripts, programs, graphics) remains exclusively with Nordantech.
(2) Upon registration and conclusion of the contract for the provision of the software, the customer shall receive a simple, spatially unlimited right to use the platform in accordance with the scope agreed in the contract for exclusively his own purposes for the duration of the contract. Free trial access to the software is limited to 30 days from registration. The chargeable variant depends on the further offer chosen by the customer. Further rights, in particular for reproduction beyond what is necessary for contractual use, are not granted. Any rights under §§ 69 d para. (2) and (3), 69 e UrhG (German Copyright Law) remain unaffected.
(3) Reproduction or use of elements of the platform in other electronic or printed publications, in particular on other Internet pages, is not allowed without the express permission of Nordantech. Unless otherwise agreed in writing, Nordantech shall be exclusively entitled to the comprehensive copyright with all powers under §12 to § 27 UrhG for all documents, information and contractual objects created within the framework of the initiation of the contract and including warranty and maintenance.
(4) The customer grants Nordantech a simple right of use for advertising and marketing purposes for and on the communication platform, and in particular for the permanent use and storage on the communication platform, regarding its logo and any materials and contents made available to Nordantech for this purpose. The customer can revoke this right of use by notification in text form.
§ 4 Carrying out the service, responsibility
(1) Nordantech offers the technical possibility for the administration and organization of projects with the provision of interfaces with the online platform specified by Nordantech.
(2) The customer has the possibility to enter information and contents for his projects and via the given interfaces.
(3) The customer is responsible for ensuring that any contents supplied by him for the software or for the projects created by him with the software solution are completely free of third-party rights and are also legally suitable for these uses and may be made available. The same applies to data and content which the customer transmits via the interfaces under his own responsibility.
(4) The customer shall indemnify Nordantech against all claims, including claims for damages, asserted by third parties against Nordantech due to an infringement of their rights by the content used and transmitted by the customer with the Nordantech software solution. The customer shall bear all reasonable costs incurred by Nordantech as a result of this infringement of third party rights, including reasonable costs incurred for legal defence. All further rights and claims for damages of Nordantech remain unaffected.
(6) Nordantech has the right to technically prepare and adapt offers and functional contents of the software solution in such a way that these can also be displayed on mobile end devices or software applications of third parties. Nordantech reserves the right to supplement the software solution with further interfaces and to improve technical functions at its own discretion in the future. Nordantech may also choose to remove functions if this means only a slight change in performance and no change in the agreed overall functionality. If justified interests of the customer can be adversely affected by a change in performance (e.g. in the event of a substantial change in performance to the disadvantage of the customer), Nordantech shall notify the customer of this change in performance in writing or electronically before it takes effect and shall draw his attention in this notification to his special right of termination regulated below and the consequences of not exercising the right of termination. In this case, the customer has the right to terminate the contract prematurely with a period of 14 days to the time of the change taking effect (special right of termination).
(7) If legal declarations are made by the customer within the software solution, Nordantech only provides the technical representation or, if applicable, the transmission. The customer is responsible for the completeness, correctness and effectiveness of the content.
(8) The customer assures to operate a business or to act and/or be treated like merchants in legal relations (e.g. freelancers).
(9) The customer shall inform Nordantech immediately of any disruptions to the platform and shall support Nordantech to an appropriate extent in the determination of the disruption and its causes as well as its rectification.
§ 5 Obligations of the customer from other contractual relationships
(1) The customer himself is responsible for archiving documents and information created and accessible with the software solution, which he needs for purposes of preservation of evidence, accounting etc., on a storage medium independent from the platform.
(2) The customer is obliged to create his projects on his own responsibility and is responsible for corresponding legal information and labelling obligations as well as any statements of his project documents and content presentation and he is responsible for properly managing these in accordance with his own contractual relations with his customers.
(3) The customer concludes its own contracts with third-party providers to which it has access via the interfaces. Nordantech offers with the software solution merely a technical possibility of connection and access. The customer or the third-party provider are responsible for the design of the service agreed between them.
§ 6 Terms of payment
(1) The use of the software solution is subject to a fee after the test access and a payment is agreed in according to the choice of offer.
(2) Payment shall be made in advance for the payment period.
(3) If the customer is in default of payment, Nordantech is entitled to block the services provided at the customer's expense. In this case, the customer remains obliged to pay the remuneration.
(4) Accounts are settled monthly. If the customer is behind schedule
a) for two consecutive accounting periods with the payment of the remuneration or a major part thereof, or
b) in a period of several months in arrears of payment of the remuneration amounting to the monthly remuneration amount for two months, Nordantech may terminate the contractual relationship without notice. Nordantech reserves the right to assert further claims for late payment.
(5) In addition, in case of contractual relationships in which the customer has undertaken to pay a monthly fee, Nordantech shall be entitled to claim from the customer lump-sum damages amounting to 50% of the monthly fee which would have been payable up to the end of the minimum contract term in the event of termination by Nordantech. This does not apply if the customer proves that no damage has occurred or that the actual damage incurred is significantly less than the lump sum.
§ 7 Data protection
(1) Nordantech undertakes to observe the legal provisions on data protection. The customer is responsible for the processing and storage of personal data entered by him with the software solution and transmitted to third party providers within the framework of a data protection responsible. The software solution is used for technical support; Nordantech does not process this data independently without instructions.
(2) If the customer has concluded a contract for services of the provider, the provider offers the customer information about his own similar services via the e-mail address sent upon conclusion of the contract (§ 7 III UWG – German Law against Unfair Competition). An objection against this transmission is possible at any time by the customer. For further information and rights of the customer, please refer to the data protection declaration.
§ 8 Liability
(1) Nordantech shall not be liable to the customer for damage to legal assets other than life, body or health, unless the damage is based on intentional or grossly negligent conduct by Nordantech, one of its legal representatives or one of its vicarious agents, or the conduct is also not a breach of material contractual obligations. Essential contractual obligations are such obligations, the fulfilment of which is essential for the proper execution of the contract and on whose compliance the customer may regularly rely.
The aforementioned exclusions and limitations of liability do not apply in the event that Nordantech provides express guarantees or in the event of claims for lack of warranted characteristics or insofar as claims under the Product Liability Act are concerned.
(2) Nordantech shall only be liable for the recovery of data to the extent that the customer has taken all necessary and reasonable data backup precautions and ensured that the data can be reconstructed with reasonable effort from data material provided in machine-readable form.
(3) Nordantech provides the customer with the platform and software with an availability of 99.9%. Availability refers to the average availability of Falcon during the operating period of each calendar month. Nordantech reserves the right to interrupt the service to carry out scheduled and in an emergency unplanned maintenance work (the maintenance windows). The times of the maintenance windows are not considered operating times as defined in the above regulations. Nordantech will notify the customer of scheduled maintenance windows within seven (7) days. Nordantech will notify the customer in advance of unscheduled maintenance windows as far as possible and reasonable. Further temporary business interruptions due to disruptions of the Internet at external providers or network operators as well as in the case of force majeure are also not considered.
§ 9 Contract term
(1) Unless otherwise agreed in individual cases, each customer contract has an indefinite contractual term after the 30-day test period and can be terminated by either party with one month's notice to the end of each calendar month.
(2) The right of the contracting parties to terminate the contract for good cause without observing a period of notice remains unaffected.
(3) All cancellations under this contract must be made in text form. If Nordantech provides an option for electronic termination, the customer has the right to use this also for effective termination. The right of the contracting parties to terminate the contract for good cause without observing a period of notice remains unaffected.
§ 10 Confidentiality
(1) "Confidential information" means all information and documents, including contractual documents, which are either marked as confidential or whose confidentiality results from the circumstances or their nature.
(2) Information which was known to the receiving party before it received it from the other party under this contract or the receiving party has independently developed it without recourse to confidential information of the other party or the receiving party has obtained it from a third party which is not bound to restrictions with regard to the use and disclosure of this information or which is or becomes generally known without the fault or action of the receiving party or which one party has exempted from confidentiality by written declaration to the receiving party.
(3) The contracting parties shall treat confidentially all confidential information which one contracting party communicates to the other contracting party under this contract or receives from the other contracting party and shall use it exclusively for the purpose of providing services. The rights of use according to § 3 remain unaffected.
§ 11 Final provisions
(2) The supplier is entitled to adjust the respective price list to changing market conditions, in the event of significant changes in procurement costs, changes in value-added tax or procurement prices, no more than once per quarter. In the event of price increases that significantly exceed the regular increase in living expenses, the customer is entitled to terminate the contract. In these cases, the provider will inform him of this in text form.
(3) The relations between the contracting parties shall be governed by the law applicable in the Federal Republic of Germany to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).
(4) The place of jurisdiction for this contractual relationship is the registered office of the provider.
(5) The contractual language is German.
(6) Remuneration for additional services, unless otherwise agreed in individual cases, is charged at an hourly rate of EUR 150 per hour. Settlement takes place at the end of each calendar month.
This translation is for information purposes only. In the event of any discrepancies between this version and the German version, the German version shall prevail.