‍2.1. ‍The offer provided by Code Gaia to use the web-based software designated and described therein does not constitute a binding offer by Code Gaia.

‍2.2. ‍The use of the Software requires the creation of a customer account (hereinafter: Account). To create the Account, the required data must be entered and a password must be set. By confirming the creation of the Account, the Customer initially submits a binding offer to conclude a contract for the free use of the Software for testing purposes. Code Gaia can accept this offer by setting up and granting access to the account or by sending a message to the specified e-mail address with the access data for the account set up.

‍2.3. ‍By entering into a contract for free use pursuant to Section 2.2, Code Gaia grants the Customer the right to use the Software exclusively for test purposes with the specified test data for 14 days from the time Code Gaia grants access to the Software or notifies the Customer of the access data (test period). Each customer is entitled to only one Test Period. However, upon request to Code Gaia, the Trial Period may be extended. Whether the Trial Period is extended is solely at Code Gaia’s discretion. At the end of the trial period, the customer’s account will be locked. There will be no automatic conversion to a contract for paid use of the software.

‍2.4. ‍After expiration of the trial period pursuant to Section 2.3, the customer has the option to enter into a paid contract with Code Gaia for the use of the software. In doing so, the customer may choose between the offered software versions Starter, Professional and Enterprise.

‍2.5. ‍For the preparation of an offer and conclusion of a contract with monthly billing, the contract is concluded in the account settings of the web-based solution itself. To do this, the customer must select the appropriate version and confirm his selection. Then, in addition to the company name and billing address, payment data must also be entered. By confirming and sending this information, the customer enters into a contract for the paid use of the software with monthly billing with Code Gaia. Alternatively, the process for concluding a contract is as per clause 2.6.

‍2.6. ‍For the conclusion of a contract on the chargeable use of the Software with annual billing, Code Gaia’s Sales Team shall prepare a corresponding offer in writing or text form upon request, which shall be accepted by the customer by confirmation in text form, in writing or, at the latest, by payment of the invoice.

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3.1 ‍Code Gaia provides the Customer with access to the version of the Software offered on Code Gaia and selected by the Customer as Software-as-a-Service (hereinafter: SaaS) via the Internet for the term of a contract. The functional scope of the booked Software version results from the description on Code Gaia’s website. Further services (e.g. (remote) support for the initial creation of an account) are not subject matter of a contract for the (chargeable) use of the Software. Such further services may be provided by Code Gaia on the basis of a separate offer.

‍3.2. ‍The Customer may in principle switch between the offered versions (Starter, Professional and Enterprise) of the Software , which may be managed by one version, at any time with effect from the time Code Gaia switches the Customer’s access. The resulting remuneration results from clauses 7.7 and 7.8 of these General Terms and Conditions.

‍3.3. ‍Customers with a contract for paid use of the software with monthly billing can make this version change directly in the account. Customers with a paid contract for the use of the software with annual billing must contact Code Gaia’s customer support (info@lg.codegaia.io or +49 (0) 89 3803 5554) to change the version. If the customer changes to a version with a larger scope of features or to a version with a larger number of employees to be managed during a current billing period, the customer can use the additional features of the software or manage a larger number of employees from the moment Code Gaia changes the account. If Customer switches to a version with a lower scope of features or with a lower number of employees to manage, Customer will only be able to use the reduced features of the Software or manage a lower number of employees from the time Code Gaia switches Customer’s account.

4.1. ‍Code Gaia guarantees 99% availability during business hours from 9:00 a.m. and 5:00 p.m, Monday to Friday, of the software provided as SaaS on an annual average. Excluded from this are times in which the server cannot be reached due to other technical problems that are not within the control of Code Gaia (in particular force majeure, fault of third parties). Also excluded are planned maintenance work (e.g. updates of the software) which either lie outside the usual business hours from Monday to Friday (taking into account public holidays at the Munich location) between 9:00 a.m. and 5:00 p.m., or which have been announced in advance in accordance with clause 4.2.

4.2. ‍Code Gaia is entitled to interrupt the availability of the software for maintenance purposes and due to other technical requirements. As far as possible, maintenance work shall be carried out after normal business hours from Monday to Friday (taking into account public holidays at the Munich location) between 9:00 and 17:00. If a maintenance measure will lead to an interruption in the use of the software of more than two hours within the normal business hours from Monday to Friday (taking into account public holidays at the Munich location) between 9:00 a.m. and 5:00 p.m., Code Gaia will announce this maintenance work by e-mail. The announcement will be given at least three working days in advance.

4.3. Disturbances of the system availability must be reported by the customer immediately after they become known. Code Gaia will endeavour to ensure a response time for the start of the fault clearance of four hours in the case of reports of faults in the system availability which lead to a total failure of the software and which are received within the support times (Monday to Friday between 9:00 a.m. and 5:00 p.m taking into account public holidays at the Munich location). In the case of minor faults that do not lead to a total failure of the software and occur during ongoing operation, Code Gaia will endeavour to respond no later than one working day after receiving the fault report.

4.4. In the case of fault reports received outside the support hours, the fault clearance will begin on the following working day. Delays in fault clearance for which the customer is responsible (e.g. due to the unavailability of a contact person on the customer’s side or delayed reporting of the fault) will not be counted towards the fault clearance time.

5.1. ‍The following cooperation services are primary obligations of the customer and are not to be classified solely as secondary obligations or duties.

5.2.  ‍The customer is obliged to check the functionalities and general condition of the software in accordance with clauses 2.2 and 2.3 and to notify Code Gaia of any errors or other deviations from the condition requirements before signing a contract for the paid use of the software. The customer may not invoke defects or other deviations from the quality requirements that were already known or present during the test period but were not notified to Code Gaia before signing a contract for the use of the software subject to a fee.

5.3. The customer is obliged to provide a qualified contact person together with a deputy who is entitled to make or immediately bring about all necessary decisions which are required for the provision of the contractually agreed service. The customer is obliged to notify any changes in the contact person (including deputy) without delay.

5.4. The customer is solely responsible for the contents and data processed with the software. The customer hereby undertakes to use Code Gaia’s software only in accordance with the contract and within the framework of the applicable legal provisions and not to infringe any third-party rights in the course of such use. The customer shall inform Code Gaia immediately, if possible in writing, of:

(i) misuse or suspicion of misuse of the contractually agreed service;

(ii) a risk or suspicion of a risk to compliance with data protection or data security that occurs in the course of the provision of the contractually agreed service;

(iii) a risk or suspicion of a risk to the service provided by Code Gaia, e.g. through loss of access data or hacker attack.

5.5.1. The connection to the internet with sufficient bandwidth and latency is the responsibility of the customer.

5.5.2. The customer is obliged to ensure the technical requirements himself. For optimal use of the offers and functions of Code Gaia, the customer shall use the browser types Google Chrome or Mozilla Firefox in their respective current version. In addition, the use of cookies must be permitted in the settings of the browser used. If these technical requirements are not met by the customer, the usability of Code Gaia’s services may be restricted under certain circumstances. Code Gaia is not responsible for these restrictions. 

5.5.3. The client is responsible for taking state-of-the-art IT security measures within its own organisation and for its employees. These include, but are not limited to, the installation and regular updating of common anti-virus software on the laptops, computers or other mobile end devices of the Client’s employees. In addition, the assignment and regular updating of secure passwords in accordance with the BSI IT Grundschutz or other equivalent, recognised security standards for the Code Gaia account and for the laptops, computers or other mobile end devices of the employees or the use of corresponding mechanisms such as 2-factor authentication, automatic inactivity blocking, firewall etc. should be ensured.

5.5.4. The customer is also obliged to ensure the confidentiality of the identification and authentication data assigned to its users, i.e. also, for example, the organisational and, if necessary, technical prohibition of the disclosure of passwords and the prohibition of the use of so-called “shared accounts”. The ban on the use of “shared accounts” refers to the Code Gaia account.

5.5.5. In addition, the customer should ensure the security of the Internet connection used, i.e. in particular also the use of company-owned instead of public Virtual Private Networks (VPN) as well as ensuring the use of VPN connections in public networks.

5.6. The customer is responsible for the technical set-up and administration of the account. This applies regardless of whether Code Gaia supports the customer in setting up the account, in whatever form. This includes in particular:

(i) the technical set-up of the account, in particular migration of data, configuration of processes and products;

(ii) the technical connection of interfaces on the part of the customer according to the specification for incoming and outgoing data;

(iii) the administration of the account, in particular the creation of users and roles and the allocation of access to the account.

5.7. The customer is obliged to inform Code Gaia immediately in text form of any service problems that occur (defects in the services, lack of availability) and to provide comprehensible information on any service problems that occur. The customer should support Code Gaia to a reasonable extent in the identification and elimination of errors in the event of service disruptions. Code Gaia is entitled to show the customer temporary possibilities to circumvent errors and to eliminate the actual cause later by adapting the Code Gaia software, provided this is reasonable for the customer.

6.1 ‍Code Gaia grants the customer a simple, non-exclusive, non-sublicensable and non-transferable right to use the booked software, limited in time to the term of the contract.

‍6.2. ‍The customer undertakes to use the software exclusively in accordance with the contract and not to make it available for use by third parties. When booking the functionalities of the Professional and Enterprise versions, the Customer’s rights of use shall also extend to business relationships entered into with the Customer within the meaning of § 271 HGB, §§ 15 et seq. AktG or the respective applicable provisions of company law.

‍7.1. ‍The prices stated at the time of the order shall apply as shown on the respective individual offers. The prices stated there are monthly net prices in euros and are exclusive of statutory value-added tax at the applicable statutory rate, if applicable. The amount of the monthly remuneration for the use of the software depends on the price class for the selected version of the software, which in turn depends on the desired feature scope (Starter, Professional and Enterprise) and the selected package size, i.e. the maximum number of the customer’s employees to be managed and the additionally booked add-ons.

‍7.2.‍ The customer may choose between monthly and annual billing. All payments shall be due in advance upon invoicing.

‍7.3.‍ In the case of monthly billing, the billing period shall commence on the day of conclusion of a contract for the fee-based use of the Software via the Account and shall end after the expiry of one month. Payments for contracts for the paid use of the Software with monthly billing shall be made monthly in advance. In case of payment by credit card, Code Gaia reserves the right to check the validity of the card, the debit limit, as well as the address details. Code Gaia is entitled to refuse the entered credit card as a means of payment if there is an important reason for doing so. In case of monthly billing, an invoice will be sent to the customer by Code Gaia in electronic form via e-mail.

.4. ‍In the case of annual billing, the billing period begins on the day the account is activated and ends after one year. In this case, the invoice amount is 12 times the monthly payment for the ordered Software (Section 7.1), less the discount for annual prepayment noted on Code Gaia’s website. Code Gaia will initially activate the customer access for a period of one year in accordance with the performance period agreed with the customer and stated on the invoice. Payments for contracts for the paid use of the software with annual billing are usually made annually in advance by bank transfer or direct debit. In the case of annual billing, the customer will be sent an invoice for 12 months in electronic form by e-mail. The payment term is 14 (fourteen) days from the invoice date.

‍7.5. ‍In addition, payment by direct debit is available to the customer for monthly and annual billing. If payment by direct debit is selected, we shall apply the SEPA direct debit procedure. Code Gaia will inform the customer of the execution of a direct debit using the SEPA direct debit procedure with reasonable advance notice, usually two days in advance. However, the Parties agree that the period of advance notice of the SEPA Direct Debit shall be reduced to one day.

‍7.6. ‍In the event of a return direct debit (in particular due to lack of required coverage of the account, due to expiration of the account, unauthorized objection by the account holder or incorrect entry of the account data), the customer authorizes Code Gaia to submit the direct debit for the respective due payment obligation one more time. In such a case, the customer is obliged to pay the costs incurred by the return debit note. Further claims are reserved.

‍7.7. ‍If, in the case of monthly billing, the price class of the version should increase due to a change in the number of employees or scope of features (Starter, Professional and Enterprise) (Clause 3.2), Code Gaia shall invoice the difference between the advance payment already made and the changed price by the end of the billing month either immediately or with the following invoice for the next billing month. If, in the case of monthly billing, the price category of the version is reduced during the billing period due to a change in the number of employees or the scope of features (Starter, Professional and Enterprise) (Section 3.2), the Customer shall not be entitled to a (pro rata) refund of the advance payment already made.

‍7.8. ‍If, in the case of annual billing, the price category of the version should increase due to a change in the number of employees or scope of features (Starter, Professional and Enterprise) during the billing period (Section 3.2), Code Gaia shall additionally bill the difference between the advance payment already made or the amount already billed and the amount based on the changed price until the end of the annual term (daily billing). If, in the case of annual billing, the price category of the version is reduced due to a change in the number of employees or scope of features (Starter, Professional and Enterprise) during the billing period (Section 3.2), the Customer shall not be entitled to a (pro rata) refund of the prepayment already made.

 

‍7.9. ‍In the event of default by the customer, if no payment has been made even after expiration of a deadline set to the customer of one calendar week after the due date, Code Gaia is entitled to immediately block the customer’s access to the Software. Code Gaia will inform the customer in advance of this blocking by setting a further deadline of one calendar week. In this case, the customer remains obligated to continue to pay the agreed remuneration plus any interest on arrears. Any damage caused to the customer by the blocking for this reason cannot be claimed against Code Gaia. Furthermore, Code Gaia has no right to block access to the Software. Furthermore, in case of default, the legal provisions of §§ 286, 288 BGB (German Civil Code) or other relevant legal provisions apply.

 

 

8.1. In the case of contracts for the chargeable use of the software with monthly billing, a minimum term of one month will apply. After expiration of the minimum term, the contract will be extended by extension periods of one month each, unless the customer terminates the contract before the beginning of an extension period.

8.2. In the case of contracts for the chargeable use of the software with annual billing, a minimum term of one year will apply. After expiry of the minimum term, the contract is extended by extension periods of 12 (twelve) months each, unless the customer terminates the contract with 90 (ninety) days’ notice before the start of an extension period. For the renewal of contracts for the fee-based use of the software with annual billing, Code Gaia will provide the customer with a new annual invoice for transfer at the latest two weeks before the start of the new renewal period.

8.3. Code Gaia has the right to terminate contracts for the chargeable use of the software with monthly billing with two weeks’ notice and contracts for the chargeable use of the Software with annual billing with three months’ notice to the end of the respective billing period.

8.4. The right of both contracting parties to terminate for good cause remains unaffected.

8.5. The termination must be made in text form. The customer’s account will be blocked when the termination takes effect.

9.1. ‍Legal liability for the provision of services against payment. In the event of performance against payment, Code Gaia will be liable in accordance with the statutory provisions for damages arising from injury to life, limb or health, as well as for other damages based on an intentional or grossly negligent breach of duty and fraudulent intent. In addition, Code Gaia will be liable in contracts for the use of the software for a fee in accordance with the statutory provisions for damages covered by liability under mandatory statutory provisions, such as in the case of the assumption of guarantees, fraudulent concealment of a defect or under the Product Liability Act. Guarantees by Code Gaia are only given in written form and, in case of doubt, are only to be interpreted as such if they are designated as a “guarantee”.

9.2. Limitation of liability for the provision of services against payment. In the event of slight negligence, Code Gaia will only be liable for damage caused by Code Gaia in the case of the provision of services against payment and which is attributable to such material breaches of duty which jeopardise the achievement of the purpose of this contract or to the breach of duties the fulfilment of which is a prerequisite for the proper performance of the contract and the observance of which the customer may rely on (so-called cardinal breaches of duty). In these cases, Code Gaia’s liability is limited to the foreseeable damage typical for the contract. Liability for the slightly negligent breach of obligations that are not cardinal obligations (see clause 9.2. sentence 1) is excluded, unless Code Gaia’s liability is mandatory by law (see clause 9.1. sentence 2).

9.3. Liability in the event of gratuitous provision of services. In the event of the provision of services free of charge (e.g. within the test period), Code Gaia will only be liable for damages based on intent, gross negligence and fraudulent intent. This limitation of liability will not apply to damages resulting from injury to life, body or health, for which Code Gaia will be liable without limitation.

9.4. Claims against third parties. The limitations of liability in clauses 9.1. to 9.3. will also apply to claims against Code Gaia’s officers, employees, other vicarious agents or subcontractors.

10.1. Code Gaia collects and uses the customer’s personal data only within the framework of the respectively applicable legal provisions. The contractual partners will conclude an agreement to this effect to the extent required by the respective applicable provisions.

10.2. Neither of the contractual partners is entitled to transmit confidential information of the respective other contractual partner to third parties without express consent (at least in text form). This applies to customers with contracts for both free and fee-based use. All information, whether fixed in written form or transmitted orally, which (i) by its nature is considered confidential or in need of secrecy or (ii) which the contractual partner to whom the information is transmitted must already recognise as confidential or in need of secrecy due to the external circumstances of the transmission. Confidential information includes in particular product descriptions and specifications as well as prices. Both contracting parties undertake to use confidential information only for contractually agreed purposes. Both contracting parties shall take at least those precautionary measures which they also take with regard to their own confidential information. Such precautions must at least be adequate to prevent disclosure to unauthorised third parties. Both contractual partners are furthermore obliged to prevent the unauthorised disclosure or use of confidential information by their customers, employees, subcontractors or legal representatives. The contracting parties will inform each other in written form in case of misuse of confidential information. Excluded from the foregoing obligation is such information that (i) was already known to the other contracting party prior to transmission and without an existing confidentiality agreement, (ii) is transmitted by a third party that is not subject to a comparable confidentiality agreement, (iii) is otherwise publicly known, (iv) were developed independently and without use of the Confidential Information, (v) have been released for publication in writing, or (vi) must be transmitted due to a court or official order, provided that the contractual partner affected by the transmission is informed in good time in order to still be able to initiate legal protection measures. The obligation of confidentiality will also apply beyond the duration of the contract until twelve months after the effective termination date of the contract.

11.1. Code Gaia has the right to amend these GTC at any time or to add regulations for the use of any newly introduced additional services or functions of the software. The changes and additions to the GTC will be announced to the customer by e-mail to the e-mail address provided by the customer at least four weeks before they are scheduled to come into effect. The customer’s consent to the amendment of the GTC will be deemed to have been given if the customer does not object to the amendment in text form (e.g. letter, fax, e-mail) within a period of 14 (fourteen) days, beginning with the day following the announcement of the amendment. Code Gaia undertakes to point out separately in the notice of change the possibility of objection, the deadline for objection, the text form requirement as well as the significance or the consequences of failure to object.

11.2. Code Gaia reserves the right to change the software or to offer different functionalities, unless changes and deviations are unreasonable for the customer. If the provision of a modified version of the software or a modification of functionalities of the software is accompanied by a significant change in the work processes of the customer supported by the software and/or restrictions in the usability of previously generated data, Code Gaia will announce this to the customer in text form at least four weeks before such a change takes effect. If the customer does not object to the change in text form within a period of 14 (fourteen) days from receipt of the change notification, the change will become part of the contract. Code Gaia will draw the customer’s attention to the aforementioned deadline and the legal consequences of its expiry in the event of failure to exercise the possibility of objection.

11.3. Code Gaia also reserves the right to modify the software or offer other functionalities,

(i) to the extent necessary to bring the services provided by Code Gaia into compliance with the law applicable to such services, in particular if the law changes;

(ii) to the extent necessary to comply with any judicial or administrative order issued to Code Gaia;

(iii) to the extent necessary to address any security vulnerabilities in the software; or

(iv) to the extent that it is predominantly beneficial to the customer.

11.4. Code Gaia is entitled to adjust the prices for the contractual services subject to a charge by a reasonable amount each year to compensate for increases in personnel and other costs. Code Gaia will notify the customer of these price adjustments and the effective date of the price adjustment in text form. The price adjustments will not apply to periods for which the customer has already made payments. A change in the price resulting from a change in the scope of features or number of employees to be managed will not be deemed to be a price adjustment within the meaning of this clause 11.4.

11.5. If the customer objects to a change within the meaning of this clause 11 in due form and time, the contractual relationship will continue under the previous conditions. In this case, Code Gaia reserves the right to terminate the contractual relationship extraordinarily with one month’s notice. 

11.6. Amendments to these GTC must be made in text form. This also applies to the waiver of the text form itself.

12.1. If individual provisions of the GTC have not become part of the contract in whole or in part or are ineffective, the remainder of the contract will remain effective. Insofar as the provisions have not become an integral part of the contract or are invalid, the content of the contract will be governed by the statutory provisions. 

12.2. The contractual relationship existing between the contractual partners is subject exclusively to the law of the Federal Republic of Germany with the express exclusion of the UN Convention on Contracts for the International Sale of Goods. The exclusive place of jurisdiction for all disputes arising from and/or in connection with this contractual relationship between Code Gaia and the customer is, as far as legally permissible, the registered office of Code Gaia.

12.3. For the conclusion of the contract, the customer can choose from the languages in which these GTC are available on the Code Gaia website. The German version valid at the time of conclusion of the contract is decisive for the conclusion of the contract for customers from the DACH region – Germany, Austria, Switzerland.