General terms of use

for the product Intrexx (“Software”)


by United Planet GmbH
Schnewlinstr. 2, 79098 Freiburg i.Br., Germany
(“UP”)
United Planet

This document has last been updated in March 2021.

 

§ 1 Scope of application and subject matter

(1) Unless regulated otherwise in any of UP`s pertinent specific terms and conditions or in individual contracts with the customer, UP provides the Software on the basis of the following general terms and conditions.

(2) Conflicting conditions of the customer do not apply unless UP has expressly agreed to them.

 

§ 2 Services

(1) The services to be provided by UP result from the individual contracts concluded between the parties.

(2) UP reserves the right to update the Software at its own discretion.

 

§ 3 Subcontractors

UP reserves the right to have services completely or partially executed by subcontractors. If the customer so wishes, UP will inform him to which extent subcontractors are involved in the performance of the individual contract concluded with him. The provisions of §§ 7 to 10 also are applicable for the subcontractors employed by UP.

 

§ 4 Right of use

§ 4.1 General provisions

(1) Upon licensing UP grants the customer the non-exclusive and non-transferable right to use the Software as intended according to the respective individual contract.

(2) For the lawful use of the Software the customer requires at least a Portal Server License as well as a Named User or Limited User License for each individual user. Specific rules apply to Extranet Licenses, Licenses for Test and Development Systems and Partner Versions (§ 4.4 para. 5 to 7).

 

§ 4.2 Special categories of use

(1) Evaluation mode: The customer will be provided with a demo version of the Software at https://www.intrexx.com which he may use free of charge for 30 days.

(2) Backup copy and duplication: The customer may make one backup copy of the Software. Any copyright notice present in the Software may not be removed. Further duplicating of the Software is not permitted.

(3) Selling, renting and publishing: The customer to a third party may only transfer in an undivided manner an unlimited right to use the Software that was granted to him, if he at the same time renders all his remaining copies of the Software unusable, including any previous versions.  In order to ensure a continued maintenance of the Software, the change in the holder of rights, i.e. the new customer, has to be promptly communicated to UP. Any other sale, rent or publication (e.g. by making the Software available for download) of the Software is prohibited.

(4) Program modification: The Customer may modify and edit the Software to the extent necessary for its intended use and to establish interoperability with other programs. He is entitled to combine the Software with other computer programs and to develop his own applications and processes. Any further editing or modification of the Software by the customer is prohibited, unless it serves to remedy a defect and UP is in default with the elimination of this defect. In any case it is prohibited to reverse engineer (decompile) the Software or the written material or to create derivative works from the Software. It is also prohibited to circumvent or modify the user management or licensing techniques within the Software.

 

§ 4.3 Violation of right

The customer is liable for all damage incurred by UP from a violation of the right of use.

 

§ 4.4 License types

(1) Portal Server

The Portal Server serves as the basis for operating Intrexx. The license for the Intrexx Portal Server includes the right to install the Software on one PC or server and to use the Software for one Intrexx portal on this PC or server. For the operation of more than one Intrexx Portal additional Portal Server licenses are required.

(2) Named User

The Named User license grants the named person the right to use the Software. The purchaser of an Intrexx Portal Server license requires a separate Named User license for each and every person that wants to access the portal. It will be permanently assigned to the named person and cannot be shared with third parties. If the person in question no longer needs access, his or her Named User license may be re-assigned to another person by exchanging the name designation.

(3) Limited User

(a) The Limited User is a restricted form of the Named User. The Limited User can view applications in an Intrexx system without limitations, but can only edit an application previously determined (as well as additionally access Intrexx Share, if it is purchased). In all other respects the Limited User corresponds to the Named User license.

(b) The freely selectable application must be specified once per Intrexx Portal Server and cannot for different Limited Users be applied to different applications. The scope of the application for the individual Limited User is based on the UP specifications for the maximum application size. This amounts to a maximum of 30 data groups (including subgroups) and a maximum of 250 pages. The actual application size can be viewed in the Portal Manager at application level.

(c) Limited Users may be upgraded to Named Users. The associated costs are calculated based on the price difference between Limited and Named User.

(4) Anonymous User

(a) For technical reasons Intrexx requires an Anonymous User in the user administration. The Anonymous User is a user who can access contents of the Portal without a user name and password. This for example allows to display the login page in the browser for Intrexx solutions. Likewise, certain information can be made accessible without limitation via the Anonymous User (e.g. when using Intrexx as a website). The access rights of the Anonymous User can be managed and limited in the user administration of Intrexx.

(b) It is not permitted to use the Anonymous User in place of a Named or Limited User for productive use of the Software.

(5) Extranet License

(a) The Extranet License grants the right to use the Software in an extranet scenario in which any number of users can access any number of applications. The extranet scenario requires that the portal can be accessed by external users without being barred by a firewall. For this purpose the licensee when concluding the contract has to send the corresponding URL to UP in order to allow confirmation of legal use.

(b) Any other use of an Intrexx Portal with an Extranet License is reserved for company-external users. Users are considered “external” as long as they are not employed by the customer`s company or an affiliated company pursuant to § 15 of the German Stock Corporation Act (AktG). An employment relationship in the aforementioned sense for example exists in the case of part-time and full-time employees, employees hired for a limited or unlimited period of time, interns or employees provided by  labor licensing agencies.

(c) All users who are employed by the Customer`s company or by a company affiliated with the Customer pursuant to § 15 of the German Stock Corporation Act (AktG) (§ 4.4 para 5 lit. b) require a Named or Limited User License.

(d) UP reserves the right to verify the use of the Extranet License by the licensee, especially with regard to the lawful use by company externals.

(6) License for Test and Development Systems

The License for Test and Development Systems grants the right to use the Software and all additional modules created by UP by any number of Named Users for non-productive test evaluation and development purposes. The use of these licenses for productive systems is not permitted. The Licenses for Test and Development Systems are generally valid for a limited period of time and will be extended on the basis of a separate agreement and against payment of the corresponding license fees between UP and the licensee.

(7) Partner Version

The Intrexx Partner Version is intended exclusively to be used by dealers and distributors for presentation and for their own use, e.g. for setting up a company-internal network or an external network with access possibilities for their own customers. Any further use is not permitted.

(8) Add-On modules

In addition to the various basic licenses for the use of Intrexx several add-on modules of Intrexx are subject to licensing. Additional modules for example may be applications for Intrexx or so-called “Connectors” for connecting Intrexx with other software products. These add-on modules may have been created by UP itself or by third-party providers. For add-on modules from third-party providers, the license conditions of the respective provider also apply.

 

§ 4.5 Collection of statistical data

(1) All Intrexx licenses once a month send certain data from the Portal in which they are used to UP. This serves to prevent license abuse and to continuously improve the Software. The data will not be passed on to third parties. The sent data does not qualify as “personal data” in the sense of Art. 4 Nr. 1 GDPR since individual users neither are identified nor can they be identified by means of the data.

(2) The administrator designated by the customer in the user administration of Intrexx at any time may review the sent data by means of the Portal Server.

 

§ 5 Conditions for use

The customer ensures that he meets the technical and legal requirements in order to be able to use the Software.

 

§ 6 Remuneration and terms of payment

(1) The remuneration to be paid by the customer is set forth in the individual contracts concluded with UP.

(2) UP reserves the right to adjust the prices if necessary. It will inform the customer of this intention in good time so that he can exercise any rights from individual contracts without hindrance.

(3) Invoices are to be paid within ten calendar days of their receipt without deduction.

 

§ 7 Warranty for defects

(1) UP guarantees that the software has the agreed quality at the time of transfer of the license key (passing of risk). It is not afflicted with defects which cancel or reduce the value or the suitability for the customary use or the use intended under the contract.

(2) Upon the passing of risk the customer immediately has to inspect the delivered Software for defects and notify UP of any defects in writing within a period of ten calendar days. If the customer fails to notify UP in a timely manner, the software is considered approved unless the defect was not discernible during the inspection. If such a defect is discovered later, the notification must be made immediately after the discovery; otherwise the Software also in this respect is considered approved.

(3) UP immediately remedies defects reported in a timely manner within the scope of technical feasibility. The specific type of remedy will be chosen by UP and can include, for example, rectification, replacement delivery or a workaround.

(4) The customer supports UP when analyzing malfunctions and remedying defects, in particular by precisely describing occurring problems, comprehensively informing UP and granting UP the necessary time and opportunity for remedying defects. If UP incurs avoidable expenses because the customer does not fulfill his duty to cooperate, UP reserves the right to charge this to the customer.

(5) Any warranty claims will become statute-barred within one year from the passing of risk.

 

§ 8 Liability

(1) Insofar as they are at fault, both parties are liable for damage due to the breach of contractual obligations.

(2) The amount of liability for simple negligence is limited to the damage typically foreseeable for the damaging party at the time of the breach of duty. Product-specific terms of use of UP may provide for a maximum limit of liability.

(3) Liability for loss of profit is excluded.

(4) UP is not liable for the loss of data insofar as the damage is based on the fact that the customer has failed to carry out regular data backups and thereby ensures that lost data can be restored with reasonable effort.

(5) Non-contractual liability remains unaffected.

(6) Both parties are released from their respective contractual obligations insofar as they are unable to fulfill them due to force majeure. Force majeure refers to circumstances beyond the control of the affected party, e.g. strikes, epidemics, natural disasters, failures of energy supply or technical infrastructure as well as riots, terrorist attacks or acts of war.

 

§ 9 Data protection

UP complies with any and all legal regulations on data protection when processing the customer's personal information. This also includes state-of-the-art technical security measures (Art. 32 GDPR) and the obligation of employees to maintain data secrecy (Art. 28 para. 3 lit. b GDPR).

 

§ 10 Confidentiality

(1) UP will maintain secrecy about all confidential information, in particular business or trade secrets of the customer, which come to its knowledge in the context of the preparation, execution and fulfillment of individual contracts with the customer and will neither pass them on nor utilize them in any other way.

(2) The duty of confidentiality does not apply if the information in question is required to be disclosed pursuant to the decision of a court, the order of a public authority or statutory law. UP will promptly notify the other party of the disclosure and disclose the information in such a manner that confidentiality is maintained to the maximum extent possible.

 

§ 11 Export regulations

(1) The Software of UP may be subject to export control regulations of the Federal Republic of Germany, the European Union and/or the United States of America. The customer is obliged to observe possible restrictions resulting from this and, if necessary, to obtain the necessary permissions independently. The customer indemnifies UP from all consequences of the violation of this provision.

(2) The customer shall in particular check and ensure that

  • the Software, documentation and information provided are not used in relation to any armament, nuclear, weapon or other military purpose;
  • no companies and persons named on the US Denied Persons List (DPL) receive US originating goods, software and technology;
  • no companies and persons named on the US Warning List, US Entity List and US Specially Designated Nationals List receive US originating products without approval;
  • the early warning notices issued by the competent German authorities are observed.

 

§ 12 Final provisions

(1) German law shall apply with the exclusion of the UN Convention on Contracts for the International Sale of Goods.

(2) The place of jurisdiction is Freiburg im Breisgau, Germany.

(3) Should one of the above provisions be or become invalid or should a necessary provision be missing this will not affect the validity of the remaining provisions. The parties in this case will endeavor to find a mutually agreeable provision.


If you have any questions regarding the licence agreement or you want to contact the licence giver directly, please contact:

United Planet GmbH
Postbox 1731
D 79017 Freiburg
E-Mail: info (at) unitedplanet.com

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© 2021 United Planet GmbH
Schnewlinstraße 2
79098 Fribourg, Allemagne

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