General Terms and Conditions of advantegy GmbH for the Use of the Software Lexeffect via the Internet (Software as a Service, in this case SaaS Service)
The English language version only serves to facilitate communication with our customers. This is always connected to the German language version. The German language version is the only legally binding version and which be found here
1.1 The provider provides the contractual services, in particular the access to the software, in his area of availability (from the interface computer center to the Internet). The Lexeffect software analyses texts and audio files for their communication effect and creates an effect profile. The use and application possibilities can be found in the FAQs.
1.2 Additional services, such as the development of customer-specific solutions or necessary adaptations, require a separate contract.
1.3 The provider may provide updated versions of the software. The provider reserves the right to change or modify the functions contained in the platform.
The provider will inform the customer about updated versions and corresponding usage instructions electronically and make them available accordingly.
1.4 In order to use the SaaS service, a separate customer account must be created on the platform. The Client is obliged to keep his login data secret at all times. The customer is responsible for the effects of using the account.
2. Scope of use
2.1 The contractual services may only be used by the customer and for the agreed purposes. During the term of the contract, the customer may access the contractual services via telecommunications (via the Internet) and use the functionalities associated with the software in accordance with the contract via a browser or another suitable application (e.g. „App“). The customer shall not receive any rights beyond this, in particular rights to the software or any infrastructure services provided in the respective computer centre. Any further use requires the prior written consent of the Provider.
2.2 In particular, the customer may not use the software beyond the agreed scope of use or have it used by third parties or make it accessible to third parties. In particular, the Customer shall not be permitted to reproduce, sell or temporarily transfer, rent or lend the software or parts thereof.
2.3 The provider is entitled to take appropriate technical measures to protect against non-contractual use. The use of the services in accordance with the contract may not be more than substantially impaired thereby.
2.4 In the event of a user exceeding the scope of use in violation of the contract or in the event of an unauthorized transfer of use, the customer shall, upon request, immediately provide the provider with all information available to him for the assertion of claims due to the use in violation of the contract, in particular the name and address of the user.
2.5 The provider can revoke the access authorization of the customer and / or terminate the contract if the customer significantly exceeds the permitted use or violates regulations to protect against unauthorized use. In connection with this, the provider can interrupt or block access to the contractual services. The provider must set the customer a reasonable period of grace in advance to remedy the situation. The sole revocation of the access authorization does not count at the same time as cancellation of the contract. The provider can only maintain the revocation of the access authorisation without notice for a reasonable period of time, a maximum of 3 months.
2.6 The Provider’s claim to remuneration for the use exceeding the agreed use remains unaffected.
2.7 The customer has a claim to the re-granting of the access authorisation and the access possibilities after he has proven that he has ceased the use contrary to the contract and prevented a future use contrary to the contract.
3. Availability, performance deficiencies
3.1 The Provider shall continually monitor the SaaS Services provided to the Customer and shall correct any errors that may occur. The purpose of troubleshooting is to ensure that the services function continuously and trouble-free.
3.2 The Provider offers an availability of the SaaS services of 99.5% per month, provided that the Partner’s services are fully available. The Provider reserves the right to modify or replace any hardware or software through which the Service is provided at any time and without liability (provided that this does not have a noticeable negative effect on the provision of the Service). The Provider reserves the right to discontinue the provision of the SaaS Services for technical reasons (such as system failures, maintenance, repairs, replacement of hardware) and without liability. In the event of planned technical interruptions of more than one day, the Provider shall endeavour to notify the Customer at least one day in advance. Scheduled maintenance shall be carried out with the aim of minimising inconvenience to Customers.
3.3 In the event of only an insignificant reduction in the suitability of the services for contractual use, the customer shall have no claims based on defects. The supplier’s liability, regardless of fault, for defects which already existed at the time of conclusion of the contract is excluded.
Claims due to defects shall also not exist in the event of excessive or improper use, failure of components of the system environment, non-reproducible or otherwise verifiable software errors by the customer or in the event of damage resulting from particular external influences not assumed under the contract.
3.4 The provider may demand reimbursement of his expenses, provided that
(a) he takes action on the basis of a report without a defect being present, unless the customer could not reasonably be expected to recognise that there was no defect, or
(b) a reported malfunction is not reproducible or otherwise demonstrable by the customer as a defect, or
(c) additional expense is incurred due to improper performance of the customer’s obligations.
4. Data protection
4.1 As far as the provider can access personal data of the customer or from his area, he will exclusively act as a processor and process and use these data only for the execution of the contract. The provider will observe the instructions of the customer for the handling of this data. The customer shall bear any adverse consequences of such instructions for the execution of the contract. The Customer shall agree with the Provider the details for the Provider’s handling of the Customer’s data in accordance with the requirements of data protection law.
4.2 The customer remains responsible both generally in the contractual relationship and in the sense of data protection law. If the customer processes personal data in connection with the contract (including collection and use), he is responsible for the fact that he is entitled to do so according to the applicable, in particular data protection regulations and releases the provider from claims of third parties in the event of a violation.
4.3 The following applies to the relationship between the provider and the customer: The customer bears responsibility for the processing (including collection and use) of personal data vis-à-vis the person concerned, unless the provider is responsible for any claims of the person concerned due to a breach of duty attributable to him. The customer shall be responsible for checking, processing and answering any inquiries, requests and claims of the persons concerned. This also applies if the person concerned makes use of the provider. The provider will support the customer within the scope of his duties.
4.4 The provider guarantees that customer data is stored exclusively in the territory of the Federal Republic of Germany, in a member state of the European Union or in another contracting state of the Agreement on the European Economic Area, unless otherwise agreed.
5. Obligations of the customer
5.1 The customer must protect the access authorisations assigned to him or the users as well as identification and authentication information from access by third parties and not pass them on to unauthorised persons.
5.2 The customer is obliged to indemnify the provider from all claims of third parties based on legal violations, which are based on an unlawful use of the object of performance by him or are made with his approval. If the customer recognizes or must recognize that such a violation threatens, the obligation exists to inform the provider immediately.
5.3 The customer has to use possibilities made available by the supplier to secure his data in his original area of responsibility.
6. Use contrary to contract, compensation for damages
6.1 For each case in which a contractual service is unjustifiably claimed in the customer’s area of responsibility, the customer shall pay damages in the amount of the remuneration that would have been incurred for the contractual use within the framework of the minimum contractual period applicable to this service. The customer reserves the right to prove that the customer is not responsible for the unauthorized use or that there is no damage or considerably less damage. The provider remains entitled to claim further damages.
7. Contact point (support)
7.1 The provider shall set up a contact point for the customer. This office shall process the customer’s enquiries in connection with the technical requirements and conditions for use of the software provided as well as individual functional aspects.
7.2 The support accepts the inquiries by e-mail to email@example.com during the usual business hours of the provider. The support will process proper inquiries in the normal course of business and answer them as far as possible. The Support may refer to documentation and other training resources available on the Customer for the SaaS services provided.
7.3 Advice regarding content, interpretation and changing the effect in the language must be expressly agreed in advance.
8. Remuneration, payment
8.1 If the Customer is obliged to pay in advance, the Customer shall meet the payment obligations for the use of the SaaS services in accordance with the selected price model. The current price offer is available on the website www.lex-effect.com under Prices. The prices quoted are net prices and therefore do not include the applicable value-added tax. Depending on the country of the user, different payment methods and currencies may be available.
8.2 In principle, the use of the SaaS services requires the purchase of so-called credits in addition to the conclusion of a contract. These are used to pay for the analysis to be carried out depending on the use. As a rule, credits are purchased in advance. The provider reserves the right to forfeit credits purchased and not used within 12 months of the purchase date. A refund of credits is generally excluded.
8.3 Payments for the ordered SaaS service will not be refunded except in cases where repayment is legally required.
8.4 For advance payment, the Client leaves his payment details behind. Payment for a subsequent term of the account will automatically be invoiced and debited on the first day of the new term period.
8.5 Should problems arise during payment, the Customer shall bear the associated costs. If the Provider does not record any receipt of payment within 10 days after due payment, the Provider reserves the right to withdraw access. The maturity of the claim remains unaffected.
8.6 The Provider reserves the right to change the prices for the SaaS services (monthly fees) and for credit purchases at any time. Changed credit prices apply to all newly purchased credits. The new prices for the SaaS services (monthly fees) apply to new customers, while the new prices apply to existing customers only if the customer changes the selected price model.
8.7 The Customer may upgrade to a larger pricing model at any time. A downgrade is only possible at the end of the regular contract term of the currently booked price model.
9. Contract term, termination of contract
9.1 The contractually agreed service shall be provided for an initial period of 2 months from the date of booking. During this minimum term, premature ordinary termination is excluded on both sides.
9.2 The contract can be terminated with a notice period of one month, at the earliest at the end of the minimum contract term. If this does not happen, the contract shall be extended by a further month in each case, unless it has been properly terminated with a notice period of 1 month to the end of the respective extension period.
9.3 The right of each party to extraordinary termination for good cause remains unaffected.
9.4 After termination of the contract, the customer will normally no longer be able to access data on the platform for data protection reasons.
9.5 The provider reserves the right to terminate monthly free contracts without credit after 6 months and to withdraw the access possibilities.
10. Limitation of liability
10.1 The Client accepts that the Provider provides the SaaS Services and the Website „as is“ without warranties, either express or implied.
10.2 The Client alone is responsible for the use, in particular for the content.
10.3 The Provider shall not be liable for any damage (including loss of data) caused by:
(a) Force Majeure
(b) interference by third parties (including the Client’s account users), in particular with respect to the use of the Account by third parties using the Client’s account login information obtained by the third party from the Client
(c) malfunctions due to external factors and other systems that are independent of the provider
(d) insufficient or fluctuating customer bandwidth that adversely affects response times
(e) Violations of the provisions of these General Terms and Conditions of Business
(f) input of erroneous or false data during registration
10.4 Force majeure shall be understood as an extraordinary external event which cannot be foreseen and which could not have been prevented. Events of force majeure include in particular war, natural disasters, strikes, accidents, DDoS attacks or other disruptions in telecommunications networks or in the telecommunications infrastructure, as well as special government and administrative measures and measures by companies that can influence the availability of the provider’s SaaS services, but whose activity is independent of the parties.
10.5 The provider is exclusively liable for direct damages as a result of non-performance or poor performance of obligations. In addition, the Provider is not liable for indirect damages, regardless of their source (in particular compensation for loss of income or other earnings, as well as pure financial losses). The total liability of the Provider, regardless of the number or basis of claims made by the Client or any third party, shall be limited to the total amount paid by the Client for the SaaS Services during the whole month prior to the date on which the Client made his claim against the Provider. The Customer shall indemnify the Provider against all claims that go beyond the foregoing.
10.6 The Client shall indemnify the Provider and its employees, partners and representatives against any and all liability for allegations and claims by third parties in connection with the use of the SaaS Services by Clients, the violation of these General Terms and Conditions, the law or the rights of third parties.
11. Final provisions
11.1 This contract shall be governed by the laws of the Federal Republic of Germany to the exclusion of conflict of laws provisions and to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG). The place of jurisdiction for all disputes between the parties which cannot be resolved amicably shall be the registered office of the Supplier. The Provider may also sue the Customer at the Customer’s place of business.
11.2 With the exception of the assertion of payment claims and claims in connection with the infringement of the Provider’s intellectual property rights, all claims arising from the contract shall become statute-barred one year after they arise.
11.3 The assignment of this contract to third parties as well as individual rights from this contract requires the prior written consent of the respective other party.
11.4 Should any provision of this contract prove to be invalid, void or unenforceable, this shall not affect the remaining provisions of this contract. The invalid or void provision shall rather be replaced by a provision which comes as close as possible to the economic intention between the parties and the purpose of the provision. General terms and conditions or other documents of the Customer shall not apply to the contractual relationship between the parties and this Agreement shall prevail over such terms and conditions of the Customer.
11.5 The Supplier reserves the right to amend the General Terms and Conditions and any related document at any time. The Vendor shall notify the Customer of such change (10 days before the new version of the document becomes effective) by means of the relevant information, as well as the publication of the General Terms and Conditions (or other related legal documents) by e-mail or on the Lexeffect website at www.lex-effect.com.
Any concerns that have been raised but not resolved prior to the effective date of any new Terms and Conditions shall be governed by the Terms and Conditions in effect at the time the concerns were raised.
11.6 While using the SaaS Services, information, statements or questions will be sent electronically to the other party at the following addresses:
- to the Client – to the e-mail address provided by the Client
- to the provider – to the e-mail firstname.lastname@example.org
11.7 This version of the General Terms and Conditions shall enter into force on July 01, 2019.