Legal
Terms & Conditions
B2B terms and conditions for the use of RSA21.app. The German version is legally binding; this English translation is provided for convenience.
1. Scope, definitions
1.1 These General Terms and Conditions of Use ("Terms") apply to all agreements between KM Verwaltung & Holding GmbH, An der alten Ziegelei 36b, 48157 Münster, registered with the Münster Local Court under HRB 20162 ("Provider"), and entrepreneurs within the meaning of § 14 of the German Civil Code (BGB) ("Customer") regarding the use of the software-as-a-service solution "RSA21.app" ("Software").
1.2 These Terms apply exclusively to entrepreneurs, legal entities under public law or special funds under public law. Contracts with consumers within the meaning of § 13 BGB are not concluded.
1.3 Deviating, conflicting or supplementary general terms and conditions of the Customer shall only become part of the contract if and to the extent that the Provider has expressly agreed to their validity in text form. This also applies if the Provider provides services without reservation while being aware of conflicting or deviating terms.
2. Subject matter of the contract, service description
2.1 The Provider makes the "RSA21.app" software available to the Customer for use over the internet for the duration of this contract (software-as-a-service, SaaS). The Software is operated in a data center commissioned by the Provider; no physical data carrier is provided.
2.2 The Customer is granted access to the Software via a web-based user interface and, where agreed, documented interfaces (API).
2.3 The type, scope and functionality of the Software result from the Provider's service description valid at the time the contract is concluded, available on the website https://rsa21.app, or from an individual agreement with the Customer.
2.4 The Provider may further develop the Software and adapt it in particular to changed technical conditions, legal requirements or to improve IT security, provided that the essential contractually agreed functions are retained and the Customer is not unreasonably disadvantaged.
3. Registration, user accounts
3.1 Use of the Software requires the Customer to register and set up an administrator account. The administrator may create additional user accounts for the Customer's employees.
3.2 The Customer is obliged to provide truthful, complete and up-to-date information upon registration and to keep it up to date throughout the term of the contract.
3.3 The Customer must keep the access data to its user accounts confidential and protect it from access by unauthorized third parties. The Customer shall ensure that its users also treat the access data confidentially. The Customer shall inform the Provider without delay if there are any indications of misuse of access data.
4. Conclusion of the contract
4.1 The presentation of the Software and service packages on the Provider's website does not constitute a legally binding offer, but rather a non-binding invitation to the Customer to submit an offer to conclude a usage agreement.
4.2 The Customer submits its offer by completing the online ordering process provided by the Provider and clicking the button provided for that purpose (e.g. "order with payment obligation") or by accepting an offer sent by the Provider in text form.
4.3 The contract is concluded when the Provider expressly accepts the Customer's offer in text form or grants the Customer access to the Software.
4.4 If the Provider offers a free trial period, its scope (duration, functional scope, limits) is specified in more detail in the service description. Access ends automatically after the trial period unless a paid contract is expressly agreed.
5. Scope of services, availability, maintenance
5.1 The Provider owes the provision of the Software in the version specified in the contract or the service description, as well as customary system maintenance (bug fixes, security updates, minor releases).
5.2 The Provider guarantees an average monthly availability of the Software of 99.5% per calendar year. Excluded from this are periods of
a) scheduled maintenance windows,
b) outages due to force majeure or other circumstances not attributable to the Provider (e.g. disruptions in public communication networks, power outages),
c) minor interruptions for the short-term rectification of faults.
5.3 The Provider will carry out scheduled maintenance windows outside of normal business hours where possible and will announce them in the application or by email in good time.
5.4 The Provider may provide functional enhancements, new versions or releases of the Software at its own discretion. If this results in the loss or material change of essential service features, the Provider will inform the Customer in good time before it takes effect.
6. Customer's obligations to cooperate
6.1 The Customer is responsible for providing a suitable IT infrastructure (in particular internet access, an up-to-date browser, and customary security measures within its area of responsibility).
6.2 The Customer is obliged to observe the system requirements communicated by the Provider, to comply with operating instructions and usage notices, and to regularly perform appropriate data backups within its area of responsibility, unless expressly agreed otherwise.
6.3 The Customer will inform the Provider without delay of any faults, errors or interruptions that occur and will describe them as specifically as possible to enable targeted error analysis.
6.4 The Customer shall ensure that all users comply with the contractual and legal provisions, in particular these Terms.
7. Rights of use to the Software
7.1 For the duration of this contract, the Provider grants the Customer the simple, non-exclusive, non-transferable and non-sublicensable right to use the Software to the extent agreed in the contract.
7.2 Providing the Software to third parties, for example through rental, lending, sublicensing, application service providing for third parties, or as a "white-label solution", is not permitted without the Provider's prior express consent.
7.3 The Customer is not entitled to decompile, modify or edit the Software unless mandatorily permitted under §§ 69d, 69e of the German Copyright Act (UrhG).
8. Permitted and prohibited use
8.1 The Customer may only use the Software within the scope of the contractually agreed purposes and in compliance with applicable law.
8.2 In particular, the Customer shall refrain from:
a) storing, processing or transmitting unlawful content (e.g. infringement of copyright, trademark, personal or data protection rights),
b) distributing malware via the Software,
c) circumventing security mechanisms of the Software or the infrastructure,
d) overloading the Software or the underlying infrastructure through automated requests, bots, scraping or comparable measures.
8.3 If the Customer seriously violates these provisions, or repeatedly violates them despite a warning, the Provider is entitled to temporarily suspend individual user accounts or to terminate the contract for good cause.
9. Fees, payment terms
9.1 The fee payable by the Customer results from the Provider's current price list or the individual agreement. All prices are net prices plus statutory VAT.
9.2 Unless otherwise agreed, fees are due in advance for the respective billing period (e.g. monthly, annually). Payment is made by SEPA direct debit, credit card or bank transfer.
9.3 If the Customer defaults on due payments, the Provider is entitled, after prior reminder and setting a reasonable deadline, to temporarily suspend access to the Software. This does not affect the Customer's obligation to pay the agreed fees.
9.4 The Provider is entitled to adjust the fees with effect for future billing periods. Price changes will be communicated to the Customer in text form no later than 6 weeks before they are due to take effect. If the Customer does not object by the time the change takes effect, the new prices shall be deemed accepted. The Provider will specifically draw attention to this right of objection in the notification.
10. Contract term, termination
10.1 Unless otherwise agreed, the contract is concluded with a minimum term of 12 months. It is automatically renewed for the same period unless terminated by either party in text form with one month's notice to the end of the respective term.
10.2 The right of both parties to terminate for good cause remains unaffected. Good cause exists in particular if
a) the Customer defaults on payments amounting to more than two consecutive billing periods, or
b) the Customer seriously violates material contractual obligations or these Terms despite a warning.
10.3 Terminations must be at least in text form (e.g. email, letter, fax).
10.4 After the end of the contract, the Customer's access to the Software will be deactivated. The Provider may delete Customer data after expiry of statutory retention periods, unless other contractual provisions on data return or export apply.
11. Data protection, data processing agreement, data security
11.1 The Provider processes personal data of the Customer and its users exclusively within the scope of applicable data protection laws, in particular the GDPR. Further information can be found in the privacy policy available on the Provider's website.
11.2 To the extent that the Provider processes personal data on behalf of the Customer, the parties will conclude a data processing agreement (DPA) pursuant to Art. 28 GDPR prior to the start of processing, which becomes part of this contractual relationship.
11.3 The Provider takes appropriate technical and organizational measures (TOMs) to ensure a level of protection appropriate to the risk for the personal data processed (in particular access controls, encryption, backup concepts).
11.4 If the Customer uses the Software to process personal data, it is responsible for assessing the permissibility of this processing and for handling data subject rights vis-à-vis its own data subjects.
12. Confidentiality
12.1 Both parties undertake to keep confidential all trade and business secrets and other information designated as confidential of the other party that becomes known in connection with this contract, and to use it exclusively for the performance of the contract.
12.2 The confidentiality obligation does not apply to information
a) that was already lawfully known to the receiving party,
b) that becomes generally known through no fault of the receiving party,
c) that is lawfully disclosed by a third party without any obligation of confidentiality, or
d) that must be disclosed due to statutory provisions or an official or judicial order.
12.3 This obligation shall continue to apply after termination of the contract for as long as there is a legitimate interest in confidentiality.
13. Warranty
13.1 The provision of the Software is subject to the provisions of German tenancy law (§§ 535 et seq. BGB), unless otherwise stipulated in these Terms.
13.2 A defect exists if the Software does not have, or has only significantly limited, the functionality agreed in the service description.
13.3 In particular, there is no defect if a functional impairment is based on
a) non-compliance with the system requirements,
b) disruptions in the IT infrastructure for which the Customer is responsible, or
c) failures of parts of the technical infrastructure outside the Provider's sphere of influence.
13.4 The Customer must report identifiable defects without delay after discovery, describing the error symptoms as precisely as possible.
14. Liability
14.1 The Provider is liable without limitation
a) in cases of intent and gross negligence,
b) for injury to life, body or health,
c) under the provisions of the German Product Liability Act, and
d) to the extent of any guarantee assumed.
14.2 In the event of a slightly negligent breach of material contractual obligations (cardinal obligations), the Provider's liability is limited to the typical, foreseeable damage. Cardinal obligations are those obligations whose fulfillment enables the proper performance of the contract in the first place and on whose observance the Customer may regularly rely.
14.3 Any further liability of the Provider for slight negligence is excluded. Liability for guarantees given independent of fault remains unaffected.
14.4 The above limitations of liability also apply in favor of the Provider's legal representatives and agents.
15. Force majeure
15.1 Events of force majeure that significantly impede or make impossible the performance of the contract (e.g. natural disasters, wars, terrorist attacks, strikes, lawful lockouts, failures of telecommunications networks outside the Provider's sphere of influence) entitle the affected party to postpone performance of the affected service for the duration of the impediment.
15.2 The parties will inform each other without delay of the occurrence of force majeure and its expected duration.
16. Amendment of these Terms
16.1 The Provider is entitled to amend these Terms with effect for the future, insofar as
a) statutory or regulatory changes,
b) supreme court rulings,
c) changes in market conditions, or
d) technical developments of the Software
make an adjustment necessary and the changes do not unreasonably disadvantage the Customer.
16.2 Changes to these Terms will be communicated to the Customer in text form no later than 4 weeks before they are due to take effect. If the Customer does not object to the changes by the time they take effect, the amended Terms shall be deemed accepted. The Provider will specifically draw attention to this right of objection and the consequences of failing to object in the amendment notice.
17. Final provisions
17.1 The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
17.2 The exclusive place of jurisdiction for all disputes arising from or in connection with this contract is, to the extent permitted by law, the Provider's registered office.
17.3 Should individual provisions of this contract be or become invalid or unenforceable, in whole or in part, the validity of the remaining provisions shall remain unaffected. A valid and enforceable provision that comes as close as possible to the economic purpose of the invalid provision shall apply in place of the invalid or unenforceable provision. The same applies to any gaps in the contract.