These terms and conditions apply to the use and hosting of the software desk.ly (hereinafter referred to as 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) are only 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 for a limited period of time against payment, the granting of rights of use to 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 vis-à-vis the Customer against payment of the agreed fee.
2.2 An operating manual or other documentation is not owed and therefore not the subject matter of the contract, unless otherwise expressly agreed.
2.3 Installation of the software at the Customer's premises is not owed.
3.1 basecom shall provide the Customer with the contractually agreed software in the respective current version 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 which is accessible to 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, extend the possibilities to reach the software. basecom may, but is not obliged to, operate the server itself; the location of the server is Germany. The transfer point for the software and the data is the router output of the computer centre in which 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 the subject of the contract. Unless otherwise agreed, the customer shall be responsible for the technical and organisational requirements for the use of the software. The contract does not include basecom's obligation to advise or train the Customer.
3.2 The Software may also contain functions which enable basecom 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 be charged to availability. Also excluded from the calculation of availability are times 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 may lead to a temporary impairment and also interruption in the availability of the software. These times are excluded from the calculation of availability.
4.1 To the extent agreed, basecom shall provide the Customer with storage space on a server for the agreed period of time and to the agreed extent for the storage of the Customer's data required for the use of the Software. Storage space on the server shall also be made available to other customers.
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 make the storage space available to a third party, 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 et seq. of the German Stock Corporation Act (AktG).
4.4 Insofar as a data backup or a backup is contractually agreed, basecom owes a daily automatic backup of the data on the storage space provided by us. Insofar as the storage space is available, a data backup will be made which enables the data to be restored to a status which is up to 24 hours in the past. A data backup at shorter intervals is not owed. Furthermore, basecom is not obliged to store the data backups. The customer has no claim to the return of a backup medium, but only to the retransfer of the backed-up data to the storage space.
5.1 The customer undertakes not to store any illegal content on the storage space provided which 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 himself is responsible for entering, maintaining and backing up his data and information required for the use of the Software.
5.3 The Customer will receive access data from basecom for access to the Software, which may consist, for example, of a user name and password and which are required for the use of the Software. The Customer is obliged to keep access data secret and not to make it accessible to third parties.
5.4 The Customer is obliged to indemnify basecom against all claims of third parties based on the data stored by the Customer and to reimburse us for any costs incurred by basecom due to possible infringements of rights.
5.5 basecom is entitled to immediately block the storage 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 immediately notify the Customer of the block and the reason therefor. The block shall be lifted as soon as the suspicion is invalidated..
5.6 basecom is entitled to name the Customer using the company name and the company logo as a reference and to use general information about the agreed contract in a suitable manner for marketing and sales purposes.
6.1 basecom grants the Customer the simple right to use the software subject to the contractually agreed restrictions.
6.2 The Customer shall not be entitled to make the software available for use by third parties, in particular to sublet the software, whether against payment or free of charge, unless such third parties are companies affiliated with the Customer pursuant to §§ 15 et seq. 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 trouble-free use.
7.1 The use of desk.y is free of charge for all companies that have registered by 31.12.2021 for the period until 30.06.2022. Businesses that have registered before 31.12.2021 will receive a discounted price of €0.20/user/month from 01.07.2022. The standard price for companies registered after 31.12.2021 is 0,30€/ employee /month.
8.1 Technical data, specifications and performance information in public statements, in particular in advertising material, do not constitute quality information. The functionality of the software shall be based on the description in the contract. In all other respects, the software must be suitable for the use provided for in this agreement and must otherwise have a quality which 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 to maintain does not include the adaptation of the software to changed 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 No-fault liability for damages 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 become time-barred one year after they have arisen.
8.5 The Customer shall support basecom in the determination and elimination of defects and shall immediately grant basecom 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 in the course of a reasonable search for the defect.
9.1 basecom shall be liable for intent and gross negligence. basecom shall only be liable for slight negligence in the event of a breach of an essential contractual obligation (cardinal 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 provides the possibility to conduct a complaint procedure for online dispute resolution for consumers (OS) on the website https://webgate.ec.europa.eu/odr/main/index.cfm?event=main.home.show&lng=DE. basecom is not willing and not obliged to participate in a dispute resolution procedure before a consumer arbitration board
Unless otherwise specifically provided for in the contract, basecom is entitled to amend and supplement these Terms and Conditions as follows: basecom will notify the Customer of the amendments and supplements in writing or in text form at least six weeks before they become effective. If the Customer does not agree with the amendments and supplements to the Terms and Conditions, the Customer may object to the amendments and supplements by giving one week's notice to the date on which the amendments and supplements are intended to take effect. The objection must be made in text or written form. If the Customer does not object, the amendments and supplements to the Terms and Conditions shall be deemed to have been approved by the Customer. basecom shall inform the Customer of the significance of the one-week period in the notification of the amendments and supplements to the Terms and Conditions.
12.1 Should 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 already now for this case that 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 shall apply to any loopholes 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. Such consent may not be unreasonably withheld.
12.3 The contracting parties may only offset claims that have been legally established or are undisputed.
12.4 Die Vertragsparteien können nur mit Forderungen aufrechnen, die rechtskräftig festgestellt oder unbestritten sind.
12.5 Amendments and supplements to the contract must be made in writing. This formal requirement may only be waived by written agreement.
12.6 he 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 has no general place of jurisdiction in Germany, or moves his place of residence or habitual abode out of Germany after conclusion of the contract, or his place of residence or habitual abode is not known at the time the action is brought. basecom is, however, also entitled to bring an action at the Customer's general place of jurisdiction.
13.1 Unless otherwise agreed, the contract begins with the registration and is concluded for an indefinite period. The contract may be terminated by either party with 3 months' notice to the end of the month. The right to extraordinary termination for good cause remains unaffected. Good cause entitling us to extraordinary termination shall be deemed to exist in particular if the customer is in default of payment of the remuneration or a not insignificant part of the remuneration for two consecutive dates 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 e-mail to the e-mail address stored in the system by the administrator or in accordance with email@example.com.