These terms and conditions apply to the use and hosting of the software desk.ly (hereinafter referred to as the software) of basecom GmbH & Co. KG (hereinafter referred to as basecom) to contractual partners within the meaning of § 14 BGB (German Civil Code). Conflicting terms and conditions of our contractual partners (hereinafter referred to as the customer) shall only be valid if we agree to their validity in writing.
2.1 The subject matter of the contract is the provision of the contractually agreed software for the use of its functionalities for a limited period of time and, if applicable, also limited in other respects, the granting of rights of use of the software and, if agreed, the provision of storage space for the data generated by the customer through the use of the software and/or the data required for the use of the software to the agreed extent by basecom and the customer against payment of the agreed fee.
2.2 There is no obligation to provide an operating manual or other documentation and this is therefore not a subject of the contract, unless otherwise expressly agreed.
2.3 There is no obligation to provide installation of the software at the customer's premises.
3.1 basecom shall provide the customer with the current version of the contractually agreed software via the Internet for a limited period of time from the agreed date for the duration of the contract. For this purpose, basecom shall set up the software on a server that can be accessed by the customer via the Internet using the Internet browsers Google Chrome and Mozilla Firefox in the respective current version. The browsers must support the SSL protocol. basecom may, without being obliged to do so, expand the possibilities to attain the software. basecom may, but does not have to, operate the server itself; the server is located in Germany. The transfer point for the software and the data is the router output of the data centre where the server is located. The production and maintenance of the telecommunication network, the telecommunication system and the procurement and provision of the necessary hardware and software for this is not part of the contract. Unless otherwise agreed, the customer shall be responsible for the technical and organisational requirements for the use of the software. According to the terms of the contract, basecom is not obliged to advise or train the customer.
3.2 The software may also contain functions which basecom can use to determine the extent of use of the software, in particular the number of users, at any time.
3.3 Interruptions agreed with the customer or caused by the customer shall not count towards availability. Also excluded from the calculation of availability are periods during which availability cannot be guaranteed for reasons of force majeure, the restoration of data or due to unforeseeable technically necessary maintenance.
3.4 To the extent reasonable for the customer, basecom is entitled to perform software maintenance, servicing and other work. These can lead to a temporary impairment and also interruption to the accessibility of the software. These periods are excluded from the calculation of availability.
4.1 If agreed, basecom shall provide the customer with memory space on a server for the storage of its data required for the use of the software for the agreed period and to the agreed extent. Memory space is also provided to other customers on the server.
4.2 basecom shall ensure that the stored data can be accessed via the Internet in accordance with these terms and conditions.
4.3 The customer is not entitled to transfer the memory space to a third party for use, in part or in full, against payment or free of charge, unless the third party is a company affiliated with the customer pursuant to §§ 15 ff of the German Stock Corporation Act (AktG).
4.4 Insofar as a data backup or a backup is contractually agreed, basecom is required to provide daily automatic backup of the data on the memory space provided by us. As long as memory space is available, a data backup will be carried out, which enables the data to be restored to the status going back up to 24 hours. There is no requirement to provide data backup at shorter intervals. Furthermore, basecom is not obliged to retain the data backups. The customer has no claim to the issuance of a backup medium, but only to the retransfer of the backed-up data to the memory.
5.1 The customer undertakes not to store any illegal content on the memory space provided that violates the law, official requirements or the rights of third parties.
5.2 Without prejudice to our obligation, if any, to back up data, the customer itself is responsible for entering, maintaining and backing up its data and information required to use the software.
5.3 The customer will receive login data from basecom for access to the software, which may consist, for example, of a user name and password and which are required to use the software. The customer is obliged to keep login data secret and must not to make it accessible to third parties.
5.4 The Customer is obliged to exempt basecom against all claims of third parties based on the data stored by him and to reimburse us for the costs incurred by basecom due to possible infringements of rights.
5.5 basecom is entitled to immediately suspend the use of the memory space if there is reasonable suspicion that the stored data is illegal and/or infringes the rights of third parties. A reasonable suspicion of illegality and/or infringement of rights exists in particular if courts, authorities and/or other third parties inform us thereof. basecom shall notify the customer of the suspension and the reason for it without delay. The suspension shall be lifted as soon as the suspicion has been removed.
5.6 basecom is entitled to name the customer as a reference using the company name and the company logo and to use general information about the agreed contract in an appropriate manner for marketing and sales purposes.
6.1 basecom grants the customer the basic right to use the software subject to the contractually agreed restrictions.
6.2 The customer is not entitled to transfer the software to a third party for use, against payment or free of charge, and in particular may not lease the software, unless the third party is a company affiliated with the customer pursuant to §§ 15 ff of the German Stock Corporation Act (AktG).
6.3 The customer is not entitled to remove or circumvent the existing protective mechanisms of the software against unauthorised use, unless this is necessary to achieve unobstructed use.
7.1 The use of desk.ly is free of charge for all companies that have registered until 30-06-2022 and for the period until 31-12-2022. Companies that have registered before 30-06-2022 will receive a reduced price of 0.20€/user/month from 01-01-2023. The standard price for companies registered after 30-06-2022 is 0,50€/user/month.
8.1 Technical data, specifications and performance information in public statements, in particular in advertising material, do not constitute a quality decsription. The functionality of the software is based on the description in the contract. In addition, the software must be suitable for the use outlined under this contract and otherwise have a quality that is customary for software of the same type.
8.2 basecom shall maintain the software in a condition suitable for use in accordance with the contract. The obligation of conservation does not include the adaptation of the software to new conditions of use and technical and functional developments, such as changes to the IT environment, in particular changes to the hardware or the operating system, adaptation to the functional scope of competing products or establishing compatibility with new data formats.
8.3 Liability for damages regardless of fault for defects that were already present at the time of conclusion of the contract is excluded.
8.4 The customer's claims for defects shall expire one year after they have arisen.
8.5 The customer shall support basecom in identifying and eliminating defects and shall immediately grant access to the documents from which the detailed circumstances of the occurrence of the defect result.
8.6 After notification of a defect, the customer shall reimburse basecom for the expenses incurred by the inspection if it becomes apparent after the inspection that there was no defect and the customer could have recognised this over the course of reasonable troubleshooting.
9.1 basecom shall be liable for malicious intent and gross negligence. basecom shall only be liable for slight negligence in the event of a breach of an essential contractual obligation (material contractual obligation), the fulfilment of which is a prerequisite for the proper performance of the contract and on the observance of which the customer may regularly rely, as well as in the event of damage resulting from injury to life, body or health.
9.2 In the event of slight negligence, liability shall be limited to the amount of the foreseeable damage that can typically be expected to occur.
9.3 The above provisions shall also apply in favour of our vicarious agents.
The EU Commission website offers the possibility to carry out a complaint procedure for online consumer dispute resolution (ODR) on the following page https://ec.europa.eu/consumers/odr/main/index.cfm?event=main.home2.show&lng=EN. basecom is neither obligated nor willing to participate in a dispute resolution scheme in front of a consumer arbitration board.
Unless otherwise specifically provided for in the contract, basecom is entitled to amend and add to these terms and conditions as follows: basecom will notify the customer of the amendments and additions in text or written form no later than six weeks before they take effect. If the customer does not agree with the amendments and additions to the terms and conditions, he may object with a notice period of one week to the date on which the amendments and additions are intended to take effect. The objection must be made in text or written form. If the customer does not object, the amendments and additions to the terms and conditions shall be deemed to have been approved. basecom will alert the customer to the significance of the one week notice period in the notification of the amendments and additions to the terms and conditions.
12.1 Should any individual provisions of these terms and conditions be or become invalid in whole or in part, this shall not affect the validity of the remaining provisions. The parties agree now that in such a case the invalid provision shall be replaced by a valid provision which comes as close as possible to the economic purpose of the invalid provision. The same applies to any gaps or omissions in the agreement.
12.2 The assignment of claims other than monetary claims is only permissible with the prior written consent of the other contracting party. Consent may not be unreasonably withheld.
12.3 A right of retention may only be asserted on the basis of counterclaims arising from the respective contractual relationship.
12.4 The contracting parties may only settle claims that have been legally established or are undisputed.
12.5 Amendments and additions to the contract must be made in writing. This formal requirement may only be waived by written agreement.
12.6 The law of the Federal Republic of Germany shall apply.
12.7 The place of jurisdiction for all legal disputes arising from or in connection with this contract shall be our registered office, insofar as the customer is a merchant, a legal entity under public law or a special fund under public law or does not have a general place of jurisdiction in Germany, or relocates its place of residence or habitual abode outside Germany after conclusion of the contract, or its place of residence or habitual abode is not known at the time the action is brought. However, basecom also has the right to file legal action at the customer’s general place of jurisdiction.
13.1 Unless otherwise agreed, the contract begins with the registration and applies for an indefinite period. The contract may be terminated to the end of the month by either party with 3 months' notice. The right to termination for exceptional reasons remains unaffected. Good cause entitling us to extraordinary termination exists in particular if the customer is in default of payment of the remuneration or a considerable part of the remuneration for two consecutive occasions or is in default of payment of the remuneration for a period of more than two months in an amount equal to the remuneration for two months.
13.2 In order to be effective, a termination must be made in writing by email to the email address stored in the system by the administrator or accordingly email@example.com.