By creating an account (the registration) via the website of HQLabs GmbH (the Provider), you (the customer) accept the following terms and conditions.
All contracts for deliveries and services of the provider are subject to these terms and conditions. By registering, the customer agrees to the terms and conditions. Counter-confirmations of the customer under reference to its terms and conditions we accept only insofar as they do not contradict our terms and conditions. Additional or deviating agreements require the express written consent of the provider. A customer is any natural or legal person who has registered.
The Provider reserves the right to change these terms and conditions at any time and without naming reasons in a way that is reasonable for the customer. Changes will be communicated to the customer by e-mail not later than 2 months before the amended T & CS came into force. The Provider will also inform the Customer in this e-mail what effects the changes to the T & CS have on the existing contractual relationship (s).
If the customer does not object to the changed terms and conditions within two weeks after receipt of the e-mail of the provider about the change of the T & CS according to sentence 2 of this clause 1.2, then the silence of the customer shall be deemed as acceptance of the changed T & CS, which shall henceforth be in the changed form and become part of the contract. If the customer objects to the changes to the T & Cs and can demonstrate in a sustainable manner that the changes are not reasonable for him, the customer receives a special right of termination. The contract ends upon exercise of this special termination right at the end of the calendar month in which the special right of termination is exercised.
2.1 Object of the contract
The object of the contract is the provision of software of the provider in the Software as a Service (SaaS) model for use over the Internet and the storage and processing of customer data (data hosting). In addition, the customer can commission consulting, training and development services of employees of the provider or third parties under the contract. The execution of the consulting, training and development services is determined by individual agreement between the customer and the provider, whereby these terms and conditions apply mutatis mutandis to such agreements.
2.2 Conclusion of the contract
The contract between the customer and the provider comes about through the registration via the internet presence of the provider. The service is subject to availability if it depends on third parties and these cause unavailability. After a delay in performance of more than four (4) weeks, the customer has the right to set a period of at least 14 days for the performance of the service. After expiry of this period, he may withdraw from the contract by means of a written declaration, provided that the service has not been performed by then. Already made advance payments will be refunded in this case, whereby the customer has to be credited benefits received. Insofar as there is no gross negligence or intent, compensation for late performance is excluded.
2.3 Commercial use
The software is intended for commercial customers (B2B). By activating the subscription the customer confirms to use the software exclusively for commercial purposes.
After logging in through the internet presence of the provider, the customer receives a personal account. The access details for this personal account may not be disclosed. The customer is responsible for their safe storage. Registration under a false name and fictitious e-mail accounts is not permitted. In the case of apparently fictitious information, the provider reserves the right to delete the account. The customer shall reimburse the provider for all damages that are attributable to the customer due to an infringement of this clause 2.4.
2.5 Obligations of the customer
The customer undertakes not to misuse the software. In particular, misuse is when the customer (a) enters data into the system that contains a computer virus or (b) uses the software in a manner that adversely affects the availability of the software to other users. The customer undertakes to indemnify the provider for any damages, including third-party claims and consequential costs of any kind, if he violates the terms and conditions.
The customer undertakes to prevent the unauthorized access of third parties to the software by taking suitable precautions. This is essential to keep the personal password secret and not accessible to third parties. In addition, the customer also has to inform his employees (hereinafter referred to as users). Customer is responsible for entering and maintaining the data and information necessary to use the SaaS service.
2.6 Software Licensing
2.6.1 The provider provides the customer with the latest version of the software for the subscription period via the Internet for use by the customer. All not explicitly granted rights of use remain with the Provider or, if different, with the respective author.
For the purpose of software operation, the provider stores the software on a server accessible to the customer via the Internet.
The provider provides the customer during the contract period at irregular intervals updates free of charge. The customer is not entitled to determine the specific program content of such an update. There are no additional costs for support and upgrades. The following services are not regular support services and are therefore subject to a charge:
- database changes
- data recovery on customer request
- data imports
The offered support channels are based on the booked subscription, which are displayed on the internet presence of the provider.
2.6.2 The Provider continuously monitors the functionality of the Software and, in accordance with the technical possibilities, eliminates all software errors that restrict the use of the Software.
2.6.3 The Provider is entitled to add and remove new features to the Software. If the removal of functions disproportionately limits the use for the customer, the customer receives an immediate special right of termination. The contract ends at the end of the month in which this special right of termination is exercised.
The fee for the use of the software (subscription) is determined by the scope of the contractual object defined in 2.1. If the customer chooses a paid subscription, he undertakes to pay to the provider for software leasing and data hosting the agreed monthly fee plus applicable VAT. If the customer defaults on payment of at least 30 days, the Provider is entitled to refuse performance until payment of the outstanding fee. This happens, for example, by restricting access to the software. If the customer defaults on payment of at least 60 days, the Provider is entitled to terminate the entire contractual relationship extraordinarily with immediate effect. For the sake of clarity, all claims for defaulting payments of the customer remain unaffected by such extraordinary termination.
The Provider is entitled to increase the fees reasonably and shall notify this by e-mail not later than two (2) months in advance of the expiry of the current payment cycle of the Customer. The customer has the right, regardless of special agreements, to terminate his contract at the end of the current payment period should the price increase be more than 5% of the previously valid price.
2.8 Up- / Downgrade
Switching to a more expensive subscription (upgrade) or adding users is possible at any time without a deadline in the respective subscription. Switching to a cheaper subscription (downgrade) or reducing the number of users is possible at the end of the current billing cycle. Software features linked to a particular subscription will be enabled or disabled when the upgrade / downgrade becomes effective.
2.9.1 The contract is concluded for an indefinite period. A cancellation is possible at the end of the current accounting period, in the case of a free subscription immediately, without a time limit in the respective account. Upon termination, the Provider has the right to delete the account, including all data, after the termination takes effect. Upon request of the customer and as far as technically possible, the provider shall provide the customer with his data in a machine-readable format after termination. Such provision of data is not included in the fee according to Number 2.7 of these Terms and Conditions. The provider and the customer will agree on an expense-related remuneration for the provision of data.
2.9.2 The immediate termination of the contract for cause remains at the discretion of the parties. An important reason is for the provider in particular if the customer
petition for the opening of insolvency proceedings over his assets or the opening of insolvency proceedings for lack of assets, is in default of 60 days with payment obligations arising from this contractual relationship and has been reminded unsuccessfully by setting a reasonable grace period and under penalty of contract cancellation, violates legal regulations or infringes copyrights, industrial property rights or third-party naming rights when using the software; uses the software in any unlawful manner.
2.9.3 The Provider has the right at any time to terminate free accounts with a period of 30 days.
3 Privacy & Data Security
3.1 Personal data of users
Privacy is a top priority for the provider. Personal data of the customer and the user are treated with special care. Users agree that their personal information is stored and processed. Without the user’s explicit consent, personal information will not be disclosed to third parties unless the disclosure is necessary for any of the following reasons:
- for legal protection of users
- to fulfill judicial or regulatory requirements
- to defend and protect the rights of the provider or
- for the technical operation of the software
Users are made aware of product news within the software and by e-mail.
For the conclusion of the contract, for the settlement of the business relationship and in the context of the use of the software, the provider collects personal data of persons connected with the customer. These data are used by the provider only in accordance with the relevant data protection regulations. They will not be passed on to third parties for advertising purposes. The Provider is entitled to collect, process, use and store the personal data required for the settlement of the business relationship within the meaning of the Federal Data Protection Act and Telemedia Act.
The provider may perform aggregated evaluations of the stored data and use this data to improve the product.
The Provider undertakes to maintain secrecy with respect to all business or trade secrets of the Customer which it has come to know in the course of the preparation, execution and performance of the Contract, and neither to pass on nor to exploit them in any other way.
The Provider is entitled to use the Company and the logo as a reference for the Customer and to use General information about the agreed contract in an appropriate manner for marketing and sales purposes. This does not apply if the customer objects contrary to such use in writing.
3.3 Data encryption
To ensure the protection of the user, all communication with the software of the provider is encrypted via the HTTPS protocol.
3.4 Data security and data provision
The Provider is obliged to take appropriate precautions against data loss and to prevent unauthorized access of third parties to the data of the user.
In order to secure all data of the user arising during use, the provider creates a data backup at least twice a day. This backup is stored on other servers that are redundantly secured multiple times. The customer is not entitled to recover his data should the customer, through his own fault, suffer data loss.
An individual reconstruction of data is possible on request and will be charged according to effort.
In any case, the user remains the sole author of the data and can therefore demand from the provider at any time, in particular after termination of the contract, the release of individual or all data, without the provider having a right of retention. The handing over of the data takes place by transmission in digital form. The billing [s.o.] of this data provision and issue is made after consultation according to effort. The customer is not entitled to receive software suitable for the use of the data.
The Provider uses the web services of the providers Amplitude, Inc (Amplitude), Segment.io, Inc. (Segment) and Zendesk Inc. (Zendesk), Intercom Inc (Intercom) with which the Provider can offer the users the best possible and personal support. These services register usage data (e.g., contact information, last filing date, browser, operating system, etc.). The customer agrees to the use of the web services Intercom, Segment, Mixpanel & Zendesk and the associated necessary data processing.
4 Defects & Warranty
If the services to be provided by the Provider under this contract are defective, the Provider will rectify the services at its discretion within a reasonable period of time and after receipt of a notice of defects. The customer is obliged to report defects to the provider immediately via the usual support channel. If the customer has not booked support, he can send the deficiencies to the contact address in the imprint of the provider. If the repair or replacement by the Provider does not succeed within a reasonable period of time by the customer, the latter is entitled, at his option, to reduce the performance price appropriately or to terminate the contract.
In case of a failure of the system availability of essential functions of the software of 99,5% within the last 30 days (on a rolling basis) the customer can reduce his remuneration according to the shortfall. This data is either made publicly available by the provider or made available on demand if the data is not publicly available.
The Provider does not warrant that
the usage of the Software fits the requirements of the customer.
all errors or defects of the software, which not affect the main functionality, will be fixed.
Unless expressly agreed otherwise, any advice or information that the customer has received from the provider does not constitute a warranty claim against the provider.
The Provider does not guarantee, that the Software is available or suitable for locations outside the contract territory.
The exclusions according to this clause 4.3 of these terms and conditions do not affect the legal rights of the customer, to which he is entitled in any case and which are not contractually required.
5.1 Unauthorized knowledge acquisition
The Provider shall not be liable for any damages incurred by (a) the Customer resulting from the use of the Software or (b) the unauthorized knowledge of personal user data by third parties (for example, unauthorized access by hackers to the database). The Provider also assumes no liability for the fact that information and information which the users themselves have made available to third parties are misused by these third parties.
5.2 Saved content
Customer is solely responsible for stored content and licensed files (such as fonts and images).
5.3 Claims of third parties
The customer undertakes to indemnify the provider against all claims of third parties based on the data stored by him and to reimburse the provider for the costs incurred as a result of possible infringements.
5.4 Suspected illegality
The Provider is entitled to immediately block the account, if there is a reasonable suspicion that the stored data was obtained unlawfully and / or infringe rights of third parties. A reasonable suspicion of illegality and / or infringement exists in particular if courts, authorities and / or other third parties inform the Provider thereof. The Provider has to inform the customer of the blocking and – as far as legally possible – the reason immediately. The lock should be lifted as soon as the suspicion is invalidated.
All communications must be addressed in writing to the specified addresses. The transmission via e-mail is sufficient in each case the requirement of writing. The contracting parties are obliged to notify the other contracting party of any changes to the address immediately, otherwise notifications to the address last notified in writing shall be deemed to have become valid.
Messages under these terms and conditions are to be addressed to:
HQ Labs GmbH
Am Sandtorkai 71
Fax: +49 40 882 1533 10
7. Final provisions
7.1 On Bill
The customer can only set off claims with other claims than with his contractual counterclaims from the relevant legal transaction or assert a right of retention if this claim is undisputed or legally established by the provider.
7.2 Applicable law
The law of the Federal Republic of Germany is exclusively applicable. The contract language is German.
The exclusive place of jurisdiction for all disputes of the parties arising from or on the occasion of the business relationship is the relevant court in Hamburg.
7.4 Severability clause
Should individual provisions or parts of the contract prove to be ineffective, this shall not affect the validity of the entire agreement otherwise. In such a case, the contracting parties shall adapt the contract in such a way that the purpose intended by the void or ineffective part is achieved as far as possible.