These General Terms and
Conditions ("GTC") govern the contractual framework conditions
between ClientTask ("ClientTask") and a contractual partner of ClientTask
("Customer") in connection with the provision of software for use via
the Internet (Software-as a-Service).
The Customer recognizes
the respective valid version of ClientTask's GTC as an integral part of all
existing and/or future contractual arrangements between the Customer and ClientTask
in connection with the provision of software for use via the Internet. They shall
also apply irrespective of whether they are or are not expressly referred to.
A detailed description
of the services to be provided by ClientTask arises from the respective Self-Service
Plan ("User Plan").
Any deviations and/or
supplements to these GTC require the express written approval of ClientTask for
their validity. Such deviating agreements shall only apply to the agreement
that contains the deviating agreement and shall not have any prejudicial effect
for other agreements between the contractual parties.
Any General Terms and
Conditions of the Customer are herewith expressly objected to. Their
application to the contractual relationship between ClientTask and the Customer
is excluded.
2. Services Provided by
ClientTask
2.1 Right of use
ClientTask shall
provide the software product named and described in the User Plan
("Software") to the Customer for use via the Internet
("Service"). The Customer is not entitled to further rights
associated with the Software, such as ownership, copyright, patent, trademark,
or usage rights.
The Software shall be
operated on computers of a computer center used by ClientTask. For the duration
of this Agreement, the Customer is given the non-exclusive and non-transferable
right to access the Software by means of a browser and an Internet connection
and to use same for its own business purposes exclusively for the exercise of
its commercial or independent professional activity. The Customer is
responsible for the Internet connection between the Customer and the computer centre,
and the hardware and software required for this purpose (e.g. PC, network
connection, browser).
The right of use is
limited to the number of usage units booked by the Customer in accordance with
the respective User Plan. Any sub-licensing or further licensing of the
Software is prohibited. The Customer has no right to a copy and thus also no
right to a backup copy of the Software. All rights in the Software or the
Service over and above the right of use defined in these GTC remain fully with ClientTask.
2.2 Restrictions
Customer will not,
directly or indirectly: reverse engineer, decompile, disassemble or otherwise
attempt to discover the source code, object code or underlying structure,
ideas, know-how or algorithms relevant to the Services or any software,
documentation or data related to the Services; modify, translate, or create
derivative works based on the Services or any Software (except to the extent
expressly permitted by ClientTask or authorized within the Services); or remove
any proprietary notices or labels.
2.3 Operation
ClientTask shall take
appropriate measures to make it possible for the Customer to use the Service as
interruption-free as possible. ClientTask cannot always guarantee availability
of the Service and absence of any other disruptions and interruptions to the
functioning.
The Customer shall
notify ClientTask of any disruptions to the Service without delay and provide
information regarding the details of the circumstances of the issue. ClientTask
shall remedy the disruption to the Service within an appropriate period. ClientTask
is entitled to circumvent the disruption to the Service by means of a
workaround solution if the cause of the disruption itself is only to be
remedied with inappropriate expense and the usability of the Service is not
significantly negatively affected.
2.4 Support
In support of use of
the Software as a Service, ClientTask shall provide online support. The support
shall not include general know-how transfer, trainings, configuration
implementation or customer-specific documentation or modification of the
Software.
Support shall be
carried out by email to support@clienttask.com. ClientTask shall provide the
support services during working hours from Monday to Friday between 8.30 am and
5.00pm GMT. Legal holidays are excluded. Inquiries received outside of these
support times shall be regarded as received on the following working day.
2.5 Changes to services
ClientTask may modify
the Software (Service, including its system requirements) for the purposes of
adapting to technical or commercial market changes and for good cause. Such
shall be deemed to exist if the modification is required due to
a) a necessary
adaptation to a new legal situation or case law; b) changed technical framework
conditions (new browser versions of technical standards); c) protection of
system security, or d) further development of the Software (disabling old
functions that are largely replaced by new ones).
3 Involvement of Third
Parties
ClientTask is entitled
to involve third parties for the purpose of meeting its contractual
obligations. This shall apply to hosting services.
ClientTask shall not
accept any liability for the services of third parties involved to the extent
legally permissible.
4 Remuneration and
Payment Terms
4.1 Fee structure
For the use of the
Software during the contractual term, the Customer shall owe ClientTask the
license fees according to the respective User Plan.
4.2 Payment, upgrading
and downgrading
A valid credit card is
required for Customers of paying accounts. Customers of trial accounts are not
required to provide a credit card number. An upgrade from the free trial plan
to any paying plan will end the free trial. The Customer will be billed for the
first month or year immediately upon upgrading.
The Service for the
Basic Period is billed in advance. If Customer does not terminate the agreement
ordinary or extraordinary according to section 9.2, the Service will be billed
for the Extension Period in advance at the end of the monthly or yearly invoice
cycle and is non-refundable. There will be no refunds or credits for partial
months or years of service, upgrade/downgrade refunds, or refunds for months
unused with an open account.
The Customer can
upgrade or downgrade anytime. For any upgrade or downgrade in plan level, the
Customers credit card will automatically be charged the new rate on the next
billing cycle. Downgrading of the Service may cause the loss of content,
features, or capacity.
4.3 Net prices
All prices exclude the
respectively applicable statutory sales tax. The Customer is responsible for
any sales taxes due.
4.4 Measures in the event
of payment default
If the Customer
defaults on the payment of fees, after relevant warning by email or letter, ClientTask
is entitled to block access to the Service or extraordinarily terminate the
contractual relationship. The Customer shall have no access to the data saved
by it in the Service during the block. In the event of a termination, Section
9.2 shall apply.
5 Customer Data, Data
Protection and References
5.1 Customer data
(Intellectual Property Rights)
The Customer is
exclusively entitled to the data input, generated thereby and locatable to
the Customer and the end users of Customer in the context of the use of the
Software ("Customer Data").
Customer shall own all
right, title, and interest in and to the Customer Data, as well as any data
that is based on or derived from the Customer Data and provided to Customer as
part of the Services.
ClientTask shall own
and retain all right, title, and interest in and to (a) the Services and
Software, all improvements, enhancements, or modifications thereto, (b) any
software, applications, inventions, or other technology developed in connection
with implementation Services or support, and (c) all intellectual property
rights related to any of the foregoing.
The provisions of this
Section shall survive any termination of this Agreement.
5.2 Data protection
The Customer is aware
that the use and processing of personal data within the meaning of the
applicable domestic and/or foreign data protection legislation, and as far as
applicable the EU General Data Protection Regulation ("EU-GDPR") may
require the prior consent of the affected persons and/or the registration of
the relevant database with a domestic or foreign authority. ClientTask is, as
far as applicable, fully compliant with the regulations of the EU-GDPR.
If ClientTask acts as
the data processor, ClientTask shall process the customer data solely on behalf
of and/or according to the instructions of the Customer. The processed data is
used to provide the Software and is handled in accordance with ClientTask‘s
Privacy Policy (Https://clienttask.com/page/privacy-policy).
The Customer remains
responsible for the lawfulness of the collection, processing, and use of the
Customer data in accordance with the applicable legal regulations, in
particular pursuant to EU-GDPR.
5.3 References
In the context of its
marketing activities and in the preparation of its offers for projects of other
customers, ClientTask is entitled to refer to the projects realized by it for
the Customer and to document same, subject to the justified confidentiality
interests and consent of the Customer.
ClientTask is entitled,
subject to the consent of Customer, to publish the orders placed with same in
the context of marketing activities, refer to the business relationship on ClientTask’s
website with the name and corporate logo of the Customer.
6 Release
The Customer shall
release ClientTask and involved third parties of all third-party claims that
may arise from (a) unlawful use of the Software by the Customer and/or, with
the consent of the Customer, by third parties, (b) disputes arising from data
protection laws, copyright laws or other legal disputes associated with the use
of the Software by the Customer.
Customer hereby agrees
to indemnify and hold harmless ClientTask against any damages, losses,
liabilities, settlements, and expenses (including without limitation costs and
attorneys’ fees) in connection with any claim or action that arises from an
alleged violation of the foregoing or otherwise from Customer’s use of
Services.
In the assertion of
relevant claims, the Customer is obligated to notify ClientTask thereof in
writing without delay. In this case, ClientTask is entitled to block the
Service for the Customer without delay and without providing a grace period.
Any compensation claim asserted by the Customer based on the blocking of the
Service is excluded.
7 Liability
ClientTask shall not
accept any liability whatsoever to the extent legally permissible, for
a) Damages,
·
Arising
from the Customer’s violation of the contractual obligations.
·
Caused
by ClientTask’s involved third parties or support persons.
·
Due
to viruses.
·
Because
of malicious code.
·
After
a hacker attack.
·
After
a software error.
·
After
an error in the operating system, disruptions to operations because of fault
remedy, maintenance, infrastructure modifications, introduction of new
technologies.
·
after
a faulty service pack from another manufacturer.
·
because
of data losses.
b) indirect or
subsequent damages such as profits foregone, savings not realized or
third-party claims.
8 No Warranties
Except as represented
in this agreement, the Software, and the Service of ClientTask is provided “as
is”. Other than as provided in this agreement, ClientTask makes no other
warranties, express or implied, and hereby disclaims all implied warranties,
including any warranty of merchantability and warranty of fitness for a
particular purpose.
9 Term and Termination
9.1 Term
The User Plan is concluded
for a particular term (monthly or yearly) depending on the Customer’s order
("Basic Period") and shall thereafter extend automatically by the
same period ("Extension Period") if the contractual relationship is
not ordinarily or extraordinarily terminated pursuant to Section 9.2 below by
one of the contractual parties.
The provisions of
Section 9.2 shall apply as aforesaid with respect to a reduction in usage units
during the term.
9.2 Termination
a) Ordinary termination
the contractual relationship may be terminated by any of the contractual
parties at the end of the Basic Period or an Extension Period.
b) extraordinary
termination ClientTask may extraordinarily terminate the contractual
relationship for good cause at any time and with immediate effect. Good cause
entitling ClientTask to extraordinary termination shall include, in particular:
·
If
the Customer violates its contractual obligations insofar as this defect was
not or cannot be remedied by the Customer within 10 days despite prior written warning
by ClientTask
·
If
the Customer defaults on the payment of fees.
·
If
insolvency proceedings are instituted against the Customer.
9.3 Customer’s data
after termination
At the end of the
contractual relationship and upon written request by the Customer, ClientTask
shall provide a copy of the Customer’s data saved on its servers as of the date
of the end of the contractual relationship on a customary data carrier or by
electronic transfer and in a customary format.
At the end of the 60
days from the end of the contractual relationship or upon request by the
Customer already prior to this period, ClientTask shall delete the data of the
Customer saved on its servers finally and in full. This action shall be subject
to mandatory legal retention obligations.
ClientTask is not
obligated to surrender its data to the Customer in deviation to these
provisions (relating to time, format, or migration). Any deviating surrender of
the Customer’s data shall require the prior written consent of ClientTask as
well as separate remuneration by the Customer.
10 Confidentiality
The contractual
partners obligate themselves and their employees and involved support persons
reciprocally to maintain the confidentiality of all documents and information
not generally known that relate to the business sphere of the other contractual
party and, which become accessible in the preparations for and execution of
this contractual relationship.
The confidentiality
obligation shall continue to endure even after termination of the contractual
relationship to the extent there is justified interest therein.
11 Final Provisions
11.1 Amendments to
these GTC
ClientTask shall notify
the Customer of any amendments to these GTC. Any amendments to the GTC shall
enter into force for the contractual relationship between ClientTask and the
Customer insofar as the Customer does not object to the amended GTC within a
period of 10 days in writing.
11.2 Offsetting and
assignment of claims
The offsetting of any
claims of ClientTask against counterclaims of the Customer shall require the
prior written consent of ClientTask.
The Customer is not
entitled to assign any claims from the contractual relationship with ClientTask
to third parties, in whole or in part, including not to any Group or subsidiary
companies.
11.3 Place of
performance
The place of
performance shall be the registered offices of ClientTask.
11.4 Severability
clause
Should individually
provisions of these GTC be invalid or incomplete or should performance be
impossible, this shall not negatively affect the validity of the remaining
provisions of these GTC. Invalid provisions shall be replaced by an admissible,
valid provision that is as close as possible to the content of the original in
terms of its intent.
11.5 Date of contract
conclusion
The contract is deemed
concluded by the receival of a confirmation e-mail after subscribing.
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