Terms of Service
1. Content and creation
(1) Parties and subject matter: This contract regulates the legal relationship between we-do.ai GmbH, Ritterstraße 12 in 04109 Leipzig ("we-do.ai") and their customers ("customer") with regard to the provision of software for use via the Internet (software as a service). The respective service conditions also apply for the corresponding provision of individual software products. In the event of a conflict between these General Terms and Conditions and the Service Conditions, the Service Conditions take precedence.
(2) No deviating regulations: The validity of deviating or going beyond these regulations is excluded. This applies in particular to the customer's general terms and conditions, even if we-do.ai accepts an order from the customer in which the customer refers to his general terms and conditions and / or is attached to the customer's general terms and conditions and we-do.ai does not contradict this . (3) Obligations in electronic business transactions: Section 312g (1) numbers 1, 2 and 3 as well as Section 312g (1) sentence 2 BGB, which provide for certain obligations of the entrepreneur in electronic business transactions, are waived.
2. Services from we-do.ai
(1) Right of use: we-do.ai provides the customer with the software product ("software") designated and described in the service conditions for use over the Internet ("service"). The software is operated on computers in a data center used by we-do.ai, the customer receives the non-exclusive and non-transferable right for the term of this contract to access the software using a browser and an internet connection and for his own business purposes only in exercising his own to use commercial or independent professional activity ("Service"). The customer is responsible for the Internet connection between the customer and the data center and the hardware and software required for this (e.g. PC, network connection, browser). The right of use is limited to the number of usage units booked by the customer (e.g. number of users, messages, orders or managed restaurants). The usage units are specified in the service conditions. Surrender of use or provision of the service to third parties is prohibited. we-do.ai does not provide its services for consumers, but exclusively for the purposes of the customer's commercial or independent professional activity.
(2) Setup: The customer sets up the service for the first time (individual settings or import of data) himself, unless otherwise agreed in the contract. A change in the service, in particular reprogramming according to the wishes of the customer, is not owed. Corresponding services are to be specially agreed and paid for.
(3) Support: we-do.ai provides free online support to help you use the service. The support does not include: general know-how transfer, training, configuration and implementation or customer-specific documentation or adaptation of the software. Support is provided exclusively by email. We-do.ai provides support services Monday through Thursday from 8 a.m. to 5 p.m. and Friday from 8 a.m. to 2 p.m. Exceptions to this are public holidays in Saxony and December 24th and 31st. every year. Inquiries received outside of these support hours are deemed to have been received during the next working day.
(4) Service changes: we-do.ai can change the service (including its system requirements) to adapt to technical or economic market changes and for good cause. Such is particularly the case if the change is necessary due to (i) a necessary adjustment to a new legal situation or case law, (ii) changed technical framework conditions (new browser versions or technical standards), (iii) the protection of system security, or ( iv) the further development of the service (shutdown of old functions that have been largely replaced by new ones). we-do.ai will inform the customer of any disadvantageous changes in good time, usually two weeks before they come into effect - by email. The customer's consent to such a change is deemed to have been given if the customer does not object to the change in writing or by email by the change date. When announcing the change, we-do.ai will separately refer to this legal consequence. If the change would significantly disrupt the contractual balance between the parties to the detriment of the customer, the change will not be made.
3. Remuneration and default in payment
(1) Remuneration: The customer owes we-do.ai the remuneration agreed in the service description for the use of the service during the contract period. The remuneration can consist of a one-off setup amount, a fixed monthly basic amount and a monthly usage amount that depends on the number of booked or used usage units.
(2) Incurrence of the basic and usage amount: The basic and usage amount is calculated in advance at the start of the contract for the basic term (see Section 9 (2)) and thereafter at the start of each extension period (see Section 9 (2)) for the extension period fully due. An increase in the booked usage units (or change to a higher service package) is possible at any time, a reduction (or change to a lower service package) is only effective at the end of the basic or an extension period or before that with the consent of we-do. ai possible. In the event of an increase in the number of usage units booked within the basic or an extension period, the additional amount will be invoiced on a pro-rata basis. For the additional usage units, the prices apply in accordance with the we-do.ai price list valid when the additional usage units were ordered.
(3) Invoicing: we-do.ai will invoice the amount in advance at the beginning of the contract and then at the beginning of each extension period. The invoice amount is payable within 10 days.
(4) Net prices: All prices are exclusive of the applicable statutory sales tax.
(5) Delay in payment: If the customer comes for two calendar months with the payment of the remuneration or a not inconsiderable part of the remuneration or in a period that extends over two months with the payment of the remuneration in the amount of double the amount a monthly basic plus usage amount is reached, in default, we-do.aio is entitled to block access to the service or to terminate the contract extraordinarily after a corresponding threat by e-mail or letter. During the blocking, the customer has no access to the data stored in the service. In the event of termination, Section 9 (4) applies.
(6) Price changes: we-do.ai is entitled to apply the prices agreed with the customer at least 12 months after the last price change came into effect (for the first time, however, no earlier than 24 months after the conclusion of the Software as a Service contract) Increase or decrease the beginning of the following renewal period. Such a price increase may not amount to more than 5% per contract year, unless we-do.ai's labor costs for the provision of services have increased by more than 5% per contract year. The changed prices become effective if (i) we-do.ai notifies the customer in advance in writing or by e-mail at least six weeks before they come into effect and (ii) the customer does not inform them in writing or by e-mail within six weeks of the notification -Mail contradicts. When announcing the price change, we-do.ai will separately refer to this legal consequence. If the customer objects, the previous prices continue to apply. we-do.ai has the right to properly terminate the contract in accordance with Section 9 (2).
4. Duties and obligations of the customer
(1) Backup copies. It is the responsibility of the customer to regularly export copies of the data he has entered and to make backup copies or to print out and store the relevant information.
(2) System requirements and obligation to cooperate: Requirements for hardware and software at the customer as well as organizational requirements and cooperation obligations of the customer are regulated in the service conditions.
5. Customer data and data protection
(1) Customer data: The data entered by the customer as part of the use of the service and the data generated and attributable to the customer ("customer data") are exclusively available to the customer. we-do.ai treats customer data confidentially.
(2) Order data processing: As far as the customer data is personal data, the following applies: we-do.ai processes the customer data as a processor within the meaning of Article 28 GDPR exclusively on behalf and according to the instructions of the customer and exclusively for the purpose of provision of the service. we-do.ao takes appropriate technical and organizational measures to protect customer data. The customer remains responsible for the legality of the collection, processing and use of customer data in accordance with the statutory provisions, in particular the BDSG and the GDPR. we-do.ai is entitled to use a hoster located in the European Union or the European Economic Area as the data center. The parties regulate the details in a separate contract for order data processing.
6. Claims for defects
(1) Elimination of defects: The customer reports defects in the service to we-do.ai immediately and explains the details of how they came about. we-do.ai will remedy the defect within a reasonable period of time. we-do.ai is entitled to circumvent the defect by means of a workaround solution if the cause of the defect can only be eliminated with disproportionate effort and the usability of the service does not suffer significantly.
(2) Service levels: Any service levels for the rectification of defects in individual services are regulated in the service description.
(3) Initial impossibility: The strict liability for initial defects according to § 536a Paragraph 1, Alt. 1 of the Civil Code is excluded.
7. Indemnification obligations
(1) Duty to indemnify: If third parties (including public bodies) assert claims or legal violations against we-do.ai, which are based on the assertion that the customer has violated his contractual obligations, in particular unlawful data has been imported into the service or has used the service in an anti-competitive or otherwise unlawful manner, the following applies: The customer will immediately release we-do.ai from these claims, provide we-do.ai with appropriate support in legal defense and we-do.ai from the costs of Release legal defense.
(2) Prerequisites for the duty of exemption: The prerequisite for the duty of exemption according to Section 7 (1) is that we-do.ai informs the customer immediately in writing of any claims made, does not make any acknowledgments or equivalent declarations and enables the customer to at the expense of Customers - as far as possible - to conduct all judicial and extrajudicial negotiations on the claims.
(1) we-do.ai is liable for damages insofar as these
caused intentionally or grossly negligently by we-do.ai, or
caused slightly negligently by we-do.ai and can be traced back to essential breaches of duty that endanger the achievement of the purpose of this contract, or to the breach of obligations, the fulfillment of which enables the proper execution of this contract and on whose compliance the customer can rely (e.g. customer data is completely lost and old stocks cannot be reconstructed either).
Apart from that, we-do.ai's liability is excluded regardless of their legal basis, unless we-do.ai is legally liable, in particular for injury to life, body or health of a person, assumption of an express guarantee, fraudulent concealment of a defect or according to the product liability law. We-do.ai guarantees are only given in writing and must be designated as such. (2) Limitation of the amount according to: In the case of Section 8 (1) b), we-do.ai is only liable to a limited extent for the typically foreseeable damage for a contract of this type. (3) Employees and agents of we-do.ai: The limitations of liability in Sections 8 (1) and 8 (2) also apply to claims against employees and agents of we-do.ai.
9. Term and Termination
(1) Free test phase: Unless otherwise stipulated in the service conditions, the following applies to the term of the contract with regard to an individual service: A 90-day test phase begins with the conclusion of the contract. In the test phase, basic or usage fees are charged. The contract ends automatically at the end of the test phase if the customer does not explicitly order the service for a subsequent further term. The customer will be informed of this before the end of the test phase. If the customer orders the service for a further term, the basic term according to section 9 (2) begins at the end of the test phase. (2) Term: Depending on the customer's order, the contract is concluded for a specific term (e.g. six, twelve, eighteen or twenty-four months) ("basic term") and is then automatically extended by the same period ("extension term") if the contract has not been terminated by either party giving four weeks' notice ("notice period") to the end of the basic or an extension period. The right to terminate for good cause remains unaffected. Number 3 (2) applies to the reduction of usage units. (3) Form: The termination must be made in writing. (4) Data at the end of the contract: The customer can export the customer data using the export functions of the respective service during the contract period. After the end of the contract period, the customer no longer has access to customer data. At the end of one month after the end of the contract - or beforehand at the request of the customer - we-do.ai will permanently and completely delete the customer data, unless we-do.ai's statutory retention requirements conflict with this. We-do.ai is only obliged to issue customer data differently (e.g. regarding time, format or migration) if this has been separately agreed and remunerated.
10. Final provisions
(1) Service conditions: The service conditions of the respective commissioned service are part of the contract.
(2) Offsetting: The customer can only offset claims other than his contractual counterclaims from the respective legal transaction or assert a right of retention if this claim is undisputed or legally established by we-do.ai.
(3) Written form: Changes to this contract must be made in writing. This also applies for the waiver of the written form requirement.
(4) Applicable law: German law applies exclusively to this contract, excluding the UN sales law.
(5) Place of jurisdiction: If the customer is a merchant, a legal entity under public law or a special fund under public law, the place of jurisdiction is the place of jurisdiction for the company headquarters of we-do.ai. we-do.ai is also entitled to sue before a court which is responsible for the seat or a branch of the customer.