Terms of Service (TOS)
1. General - Scope
1.1 These General Terms and Conditions apply to all business relationships between you and IDIO Daten Import Export GmbH, hereinafter referred to as "us" or "we." They are an integral part of every contract we enter into with you and also apply to future services and offers, even if not expressly agreed upon again.
1.2 Terms and conditions provided by you or third parties do not apply and will not become part of the contract, even if we do not explicitly object to them.
1.3 Our employees and third parties authorized by us are not entitled to make oral agreements or provide assurances.
1.4 Hereinafter, we use the term "the customer" as a simplified reference for customers, which includes both legal entities and natural persons. The same applies to the term "third parties."
2. Conclusion, Duration, and Termination of the Contract
2.1. The contract is formed either when you accept our binding offer or when you directly issue a binding order to us, subject to our acceptance as per the provisions in point 2.4.
2.2. Our public offers are non-binding and may change within reasonable limits for technical or other reasons.
2.3. You assure that the data provided by you are accurate and complete and will inform us in writing of any changes within 14 days. Upon request, you must provide evidence of the accuracy of the data.
2.4. By placing an order, accepting an offer, or giving an order, you make a binding offer for the contract. We have the right to accept or reject the contract offer contained in your order within five working days of receipt.
2.5. Unless otherwise agreed, contracts are concluded for an indefinite period.
2.6. Both parties can terminate the contract with a notice period of three months at the end of each quarter without stating reasons. Different notice periods may apply to customers, depending on the agreement. Termination can be done in writing via mail or electronically via email.
2.7. We also reserve the right to terminate the contractual relationship immediately for significant reasons. Such significant reasons may include your failure to meet payment obligations or violations of other essential duties. Another significant reason that may lead to suspension or immediate termination is if you use content that disrupts the proper functioning or security of the infrastructure or the product.
3. Scope of Services
3.1. The scope of services included in the contract is determined by the offer information valid at the time of the order and resulting written agreements. We reserve the right to discontinue free services with prior notice or offer them only for a fee.
3.2. We commit to making reasonable efforts to ensure an average service availability of 99% per year.
3.3. Specific details of services are defined in the respective product descriptions, service offers, service contracts, and individual agreements.
3.4. If we provide additional services beyond those described, they will be billed separately according to the agreed terms.
4. Payment Terms and Default
4.1. The agreed-upon services will be invoiced at the agreed prices, plus applicable value-added tax.
4.2. Depending on the agreement, billing occurs monthly, quarterly, or annually using agreed-upon payment methods. As a customer, you are responsible for complying with the terms of the chosen payment service.
4.3. If you exceed the agreed payment deadlines and fall into arrears even after receiving a reminder, we are entitled to charge default interest. The interest rate is governed by the provisions of § 288 of the German Civil Code.
4.4. Invoices are provided electronically at no cost and are valid without a signature. If you prefer postal delivery, corresponding fees will apply.
5. Data Protection and Confidentiality
The parties acknowledge their awareness of relevant data protection regulations and agree to comply with them. They also commit to treating all business secrets learned during the collaboration as confidential, even after the termination of this agreement.
6. Use by Third Parties
6.1. The customer can grant third parties the contractual right to use the services commissioned by them. However, the customer remains the sole contracting party. The customer is solely responsible and fully liable for complying with the contractual agreements between them and us.
6.2. The customer ensures that all legal and contractual provisions are met at the time of granting usage rights to third parties.
6.3. If third parties authorized by the customer breach their contractual obligations, fail to fulfill their cooperation duties, provide incorrect or incomplete data, or encounter other issues related to the grant of usage rights, the customer is fully liable for all resulting damages.
7.1. The use of the services is at your own risk. We are only liable for damages caused by deliberate or grossly negligent conduct on our part, but not for lost profits. In the case of negligent violations that are not grossly negligent or deliberate, our liability is limited to foreseeable damages typically expected in such contracts. In any case, liability is limited to a maximum of 100% of the monthly costs for the product you have used.
7.2. If you violate legal prohibitions and prevailing moral standards with your content, you are responsible for all resulting direct or indirect damages, including financial losses, incurred by us. Additionally, you agree to indemnify us against all claims from third parties resulting from your violations, regardless of the legal basis. This indemnification obligation also covers all costs related to defending against such claims.
8. Confidentiality Agreement
TBS (To Be Specified)
9. Final Provisions and Severability Clause
9.1. These General Terms and Conditions and the contractual relationship between you and us are subject to the laws of the Federal Republic of Germany. The United Nations Convention on Contracts for the International Sale of Goods and international private law do not apply.
9.2. Our place of business in Berlin is the exclusive place of jurisdiction for all disputes arising from the contractual relationship, including international cases.
9.3. If any provision of our General Terms and Conditions or a product-specific contract is or becomes invalid or unenforceable in whole or in part, it does not affect the validity of the remaining provisions. The same applies if a gap is found in this contract.
Version 1.0 | 2023-10-23 | email@example.com