ZIPPYDOC Software as a Service Terms and Conditions
1. Scope of Applicability
- 1.1 These SaaS Terms and Conditions set forth the terms and conditions under which ZIPPYDOC GmbH, Neue Mainzer Strasse 66-68,60311 Frankfurt am Main, Germany (“Zippydoc”) will provide its customers which have accepted these SaaS Terms and Conditions (the “Customer”) with access to Zippydoc’s software platform (“Zippydoc- Platform”) as set forth on the order form which is display on Zippydoc’s website and/or via the Microsoft Marketplace (the “Website Order Form”).
- 1.2 Customers have the option to register as regular Customers, or for test purposes as a “Guest User”. The used herein, the term Customer shall also include any Guest Users, unless specifically set forth otherwise.
- 1.3 Zippydoc’s offerings are available only for business users (Unternehmer), not for consumers (Verbraucher).
- 1.4 Via the Zippydoc-Platform, the Customer may use certain Excel-based functionalities (hereinafter referred to as “Tasks”).
- 1.5 Some of these Tasks are provided by Zippydoc (the “Zippydoc-Tasks”). Some other Tasks are provided by third-party developers (the “Third-Party-Tasks”).
- 1.6 The Customer is entitled to use any Tasks which are made available on the Zippydoc- Platform from time to time. Guest Users may use only certain tasks which Zippydoc makes available for Guest Users.
2. Execution of the Agreement
- 2.1 The agreement with the Customer (the “Agreement”) shall commence upon completion of the sign-up process by the Customer via the Website Order Form.
- 2.2 The Agreement shall consist of these SaaS Terms and Conditions and the contents of the Website Order Form as displayed and accepted by the Customer at the time of execution of this Agreement.
- 2.3 The Agreement shall run for the entire term of this Agreement as defined in Section 13.1 below (the “Subscription Term”).
3. License Grant and Right of use
- 3.1 Zippydoc makes available the Zippydoc-Platform and the Tasks to the Customer under a Software-as-a-Service (SaaS) model limited to Subscription Term. For the avoidance of doubt, upon termination or expiration of the Subscription Term, the Customer is no longer entitled to access the Zippydoc-Platform and/or the Tasks.
- 3.2 Subject to all limitations and restrictions contained in this Agreement, Zippydoc grants the Customer a non-exclusive, and non-transferable, non-sublicensable right to access the Zippydoc-Platform and the Tasks as hosted by Zippydoc during the Subscription Term and to use it solely to perform those functions described in the Website Order Form for its internal business purposes (the “SaaS License”).
- 3.3 Unless otherwise expressly permitted in the Website Order Form, the Customer shall not permit any subsidiaries, affiliated companies, or third parties to access the Zippydoc-Platform and/or the Tasks.
- 3.4 Zippydoc is entitled to update the Zippydoc-Platform on a regular basis as part of its overall lifecycle management and product improvement policy. In particular, Zippydoc reserves the right to add, amend, remove or replace any Tasks at its discretion.
- 3.5 Zippydoc offers the Zippydoc-Tasks as part of its services in its own name and on its own behalf. By contrast, the Third-Party-Tasks have neither been reviewed, nor approved by Zippydoc. These Third-Party-Tasks are made available by the relevant developers directly to the Customer. The use of such Third-Party-Tasks occurs at the Customer’s own risk. Zippydoc assumes no warranty and/or liability for such Third- Party-Tasks.
4. Authorized Users
- 4.1 Unless expressly provided otherwise in a Website Order Form, the persons who are authorized to access the Zippoc-Platform and/or the Tasks under the Customer’s account (the “User Account”) only consist of: (i) employees of the Customer, and (ii) subject to Section 9 (Confidentiality), third party contractors of the Customer who do not compete with Zippydoc and who may use the Zippydoc-Platform only at the Customer’s place of business or in the presence of the Customer personnel (the “Authorized Users”). The Customer is fully liable for the acts and omissions of Authorized Users under this Agreement.
- 4.2 The Customer shall be obliged to inform its Authorized Users before the beginning of use of the Zippydoc-Platform about the rights and obligations set forth in this Agreement. The Customer will be liable for any violation of obligations by its Authorized Users or by other third parties who violate obligations within the Customer’s control.
- 4.3 The Customer shall be obliged to keep the login names and the passwords required for the use of the Zippydoc-Platform confidential, to keep it in a safe place, and to protect it against unauthorized access by third parties with appropriate precautions, and to instruct its Authorized Users to observe copyright regulations. Personal access data must be changed at regular intervals.
5. Non-Permitted Uses
- 5.1 Except to the extent expressly permitted in this Agreement or required by law on a non- excludable basis, the SaaS License granted by the Zippydoc to the Customer under this Agreement is subject to the following prohibitions:
- a) the Customer must not permit any unauthorized person to access or use the Zippydoc-Platform and/or the Tasks;
- b) the Customer must not use the Zippydoc-Platform and/or the Tasks to provide services to third parties, unless otherwise specified in the Agreement;
- c) the Customer must not republish or redistribute any content or material from the Zippydoc-Platform;
- d) the Customer must not make any alteration to the Zippydoc-Platform, except as permitted by the Website Order Form; and
- e) the Customer will not, directly or indirectly: (i) 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 Zippydoc- Platform and/or the Tasks; (ii) modify, translate or create derivative works based on the Zippydoc-Platform and/or the Tasks (except to the extent expressly permitted by the Zippydoc).
- 5.2 The Customer must not use the Zippydoc-Platform and/or the Tasks in any way that
- a) is unlawful, illegal, fraudulent or harmful, or is connected to such behavior;
- b) causes, or may cause, damage to the Zippydoc-Platform and/or the Tasks or impairment of the availability or accessibility of the Zippydoc-Platform and/or the Tasks, including through, but not limited to, the promotion or distribution of, or infection with, any viruses, worms, spyware, adware or other harmful or malicious or not-fit-for-purpose software, programs, routines, applications or technologies.
- 5.3 Zippydoc has the right (but not the obligation) to suspend access to the Zippydoc- Platform or remove any data or content transmitted via the Zippydoc-Platform without liability (i) if Zippydoc reasonably believes that the Zippydoc-Platform is being used in violation of this Agreement or applicable law, (ii) if requested by a law enforcement or government agency or otherwise to comply with applicable law, provided that Zippydoc shall use commercially reasonable efforts to notify the Customer prior to suspending the access to the Zippydoc-Platform as permitted under this Agreement, or (iii) as otherwise specified in this Agreement.
- 5.4 Information on Zippydoc’s servers may be unavailable to the Customer during a suspension of access to the Zippydoc-Platform. Zippydoc will use commercially reasonable efforts to give the Customer at least twelve (12) hours’ notice of a suspension unless Zippydoc determines in its commercially reasonable judgment that a suspension on shorter or contemporaneous notice is necessary to protect Zippydoc or its customers.
- 5.5 The Customer agrees to defend, indemnify, and hold Zippydoc and its officers, directors, employees, consultants, and agents harmless from and against any and all damages, costs, liabilities, expenses (including, without limitation, reasonable attorneys’ fees), and settlement amounts incurred in connection with any claim arising from or relating to the Customer’s: breach of any of its obligations under this Agreement and, in particular, any use of the Zippydoc-Platform and/or the Tasks in violation of this Agreement or applicable law by the Customer or any Authorized Users.
6. Service Fees
- 6.1 The Customer shall pay Zippydoc the fees indicated on the Website Order Form at the time of execution of this Agreement (the “Service Fees”). The Service Fees are based on so-called “points” which comprise “processing points”, “storage points” and “runtime points” (each as defined in further detail on the Website Order Form).
- 6.2 Zippydoc offers tow pricing models, a “Pay as You Go” model and “Prepaid” model.
- a) Under the “Pay as You Go” model, Zippydoc will issue its invoices and collect the applicable Service Fees by the end of each calendar month.
- b) Under the “Prepaid” model, Zippydoc will issue its invoices and collect the applicable Service Fees upon execution of the order.
- 6.3 Any late payment will be subject to any costs of collection (including reasonable legal fees) and will bear interest at the statutory rate.
- 6.4 If the Customer has set up a direct debit, Zippydoc will debit the Customer’s designated account on the date of the invoice.
- 6.5 If the Customer is delinquent on a payment of Service Fees for fifteen (15) days or more, Zippydoc may suspend access to the Zippydoc-Platform.
- 6.6 Complaints concerning invoices must be made in writing within thirty (30) days from the date of the invoice. Invoices will be sent by electronic delivery unless requested otherwise by the Customer, additional fees will apply.
- 6.7 All amounts stated in or in relation to this Agreement are, unless the context requires otherwise, stated exclusive of any applicable value added taxes or other specific taxes such as withholding tax, which will be added to those amounts and are payable by the Customer to either the Zippydoc or, as applicable, directly to the local tax authorities.
- 7.1 Zippydoc will use commercially reasonable efforts to make the Zippydoc-Platform available. However, Zippydoc does not guarantee any specific minimum availability.
- 7.2 Zippydoc reserves the right to subcontract any services under this Agreement.
8. IP Ownership
- 8.1 The Customer acknowledges that, subject to the SaaS Licenses granted herein, the Customer has no ownership interest in the Zippydoc-Platform and/or the Tasks or any other Zippydoc materials provided to the Customer.
- 8.2 Zippydoc will own all right, title, and interest in such Software and Zippydoc materials, subject to any limitations associated with intellectual property rights of third parties. Zippydoc reserves all rights not specifically granted herein.
- 8.3 Zippydoc’s and the Customer’s trademarks, trade names, service marks, and logos, whether or not registered, are the sole and exclusive property of the respective owning Party, which owns all right, title and interest therein. Zippydoc may use the Customer’s name and/or logo within product literature, press release(s), social media, and other marketing materials and/or make such other use of the Customer’s name and/or logo as may be agreed between the Parties.
- 9.1 “Confidential Information” means any information, documents, items, materials, substances or electronic files disclosed by one Party to the other Party in written, electronic, oral or any other form, which is marked confidential by the disclosing Party or is by its nature to be treated as confidential.
- 9.2 The Parties undertake to treat the Confidential Information of the other Party as confidential and to use them exclusively for the purposes of the performance of this Agreement.
- 9.3 The disclosure of the Confidential Information of the disclosing Party by the respective recipient to third parties is only permitted to the extent that this is necessary for the performance of this Agreement, provided that the third party has committed itself to confidentiality vis-à-vis the Party making the Confidential Information available to the third party or is bound to confidentiality for professional reasons. Legal disclosure obligations remain unaffected. The respective Party making the Confidential
Information available to the third party shall be responsible for ensuring that the obligations of this Agreement are also observed by such third parties. The Party making the Confidential Information available to the third party shall be liable for breaches of the confidentiality obligations under this Agreement by such third parties as if they were its own breach.
- 9.4 Each Party undertakes to protect the Confidential Information of the respective other Party by taking appropriate security measures.
- 9.5 The foregoing obligations shall not apply to information of which the receiving Party can prove that it (i) was or is available to the public in a lawful manner and in a manner not in breach of the provisions of this Agreement, (ii) was previously known to the receiving Party and was available to it without restriction, (iii) was disclosed to the receiving Party by a third party authorized to do so, or (iv) was developed by the receiving Party independently and without use of the Confidential Information disclosed by the disclosing Party.
- 9.6 The respective receiving Party undertakes to completely and permanently destroy all documents and records containing Confidential Information of the respective other Party or, in the case of electronic data, to permanently delete such data immediately after termination of this Agreement. This shall not affect any statutory storage and archiving obligations.
- 9.7 After termination of this Agreement, all rights and obligations of each Party with respect to the Confidential Information of the respective other Party shall continue to apply for a period of ten (10) years.
10. Customer Data
- 10.1 Before entering its data and information to the Zippydoc-Platform (such data the “Customer Data”), the Customer shall be obliged to check the same for viruses or other harmful components and to use state of the art anti-virus programs for this purpose.
- 10.2 In addition, the Customer itself shall be responsible for the entry and the maintenance of its Customer Data. Zippydoc shall create a back-up copy of the Customer Data at least on a weekly basis.
- 10.3 The Customer grants to Zippydoc a non-exclusive, royalty-free license to access, use, reproduce, modify, perform, display and distribute Customer Data as is reasonable or necessary for Zippydoc to perform or provide the Zippydoc-Platform.
- 10.4 The Customer it is solely responsible for all Customer Data, in particular that its transfer and use in accordance with this Agreement does not violate any applicable laws, including data protection laws, and/or intellectual property rights of third parties.
- 10.5 The Customer acknowledges that the Provider does not exercise any control over Customer Data and that it acts as a mere or passive conduit in transmitting and handling Customer Data.
11. Data Protection
- 11.1 The Customer shall not be entitled to process any personal data, subject to Section 11.2 below.
- 11.2 Should the Parties agree on the processing of personal data, any such processing of personal data of the Customer by the Zippydoc shall be governed by a separate data processing agreement to be executed in accordance with Art. 28 GDPR. Upon request, Zippydoc shall make a corresponding draft available to the Customer.
12. Limitation of Liability
- 12.1 In case of wilful misconduct, the Zippydoc shall be liable according to the statutory provisions of applicable law.
- 12.2 In case of gross negligence, the Zippydoc shall be liable according to the statutory provisions of applicable law.
- 12.3 In case of ordinary negligence, the Zippydoc shall – provided that the standard of liability is not limited according to statutory provisions of applicable law (such as any limitation to the duty of care observed in own affairs) – only be liable for breach of material contractual obligations (material contractual obligations are obligations the breach of which endangers the purpose of the agreement and the fulfilment of which the Customer generally relies and may reasonably rely on); in this case the Zippydoc’s liability shall be limited to the typical damages that were reasonably foreseeable. Therefore, indirect and consequential damages resulting from defects of the delivered goods and/or work are only eligible for compensation if such damages are typical and reasonably foreseeable and when the goods and/or work are used in conformity with its intended purpose.
- 12.4 The aforementioned limitations do not apply to
- a) damages resulting from injury to life, body or health;
- b) liability pursuant to the German Product Liability Act;
- c) the assumption of a guarantee for the condition of goods and/or work or fraudulent concealment of defects by the Zippydoc.
- 12.5 The aforementioned limitations of liability shall, subject to the provisions of Section 12.4, apply to (i) any liability claims for whatever legal reason but in particular due to impossibility, default, defective or incorrect delivery, breach of contract, breach of obligations in contractual negotiations and tort, as far as such claims are subject to fault, and (ii) any breach of duty by vicarious agents or any other person for whose conduct the Zippydoc can be held liable according to the statutory provisions of applicable law.
13. Term and Termination
- 13.1 The Subscription Term shall run for an indefinite period of time until terminated by either Party with one (1) week notice to the end of any calendar months.
- 13.2 Upon termination of this Agreement, the Customer shall no longer access the Zippydoc- Platform and the Customer shall not circumvent any security mechanisms contained therein.
- 13.3 Termination of this Agreement will not limit either Party from pursuing other remedies available to it, including injunctive relief, nor will such termination relieve the Customer’s obligation to pay all Service Fees that have accrued or are otherwise owed by the Customer under this Agreement.
- 13.4 Within thirty (30) days following the termination of this Agreement for any reason and the submission of a request to transfer data (“Data Transfer Request”), whatever is later, the Zippydoc will provide the Customer with an extract of all Customer Data stored on the Software at the moment of termination, in machine-readable format. A Data Transfer Request must be submitted within seven (7) days of termination. Absent a Data Transfer Request, the Zippydoc will delete the Customer Data from its Software.
- 13.5 Anonymized data previously produced from the Customer Data may be retained. Technical copies produced within an IT archiving system may be retained by the Zippydoc.
14. Amendments of the Agreement
- 14.1 Zippydoc reserves the right to amend the provisions of these SaaS Terms and Conditions and any other provisions of the Agreement, including the prices, at any time at its discretion.
- 14.2 The amended SaaS Terms and Conditions will be sent to the Customer by e-mail no later than two weeks before they come into effect or published on the Zippydoc Platform.
- 14.3 If the Customer does not object to the amended SaaS Terms and Conditions and/or any other amendments of the Agreement within two weeks of receipt of Zippydoc’s notice, the amended terms and conditions are deemed to have been accepted by the Customer.
- 14.4 If the Customer objects to the amended SaaS Terms and Conditions and/or any other amendments of the Agreement within two weeks of receipt of Zippydoc’s notice, the Agreement shall continue on the basis of the previously agreed terms. For the avoidance of doubt, the Parties’ termination rights shall remain unaffected in such case.
15. Final Provision
- 15.1 Each Party shall bear its own costs incurred in connection with the execution and performance of this Agreement, unless expressly agreed otherwise in this Agreement.
- 15.2 This Agreement fully reflects the agreement between the Parties regarding the subject matter; no oral or other side agreements exist. Unless expressly agreed otherwise in this Agreement, all previous agreements between the Parties regarding the subject matter shall be fully replaced by this Agreement with effect from the effective date of this Agreement.
- 15.3 Neither Party is entitled to transfer this Agreement to a third Party without the prior written consent of the other Party.
- 15.4 This Agreement shall be governed by the laws of the Federal Republic of Germany, excluding the conflict of laws rules of private international law. The applicability of the UN Convention on Contracts for the International Sale of Goods (CISG) is excluded.
- 15.5 Exclusive place of jurisdiction for all disputes arising out of or in connection with this Agreement shall be Frankfurt. a.M., Germany, unless otherwise required by mandatory law.
License Conditions of Third Party Components
For license conditions of third party components used by the ZIPPYDOC plattform, refer to below table. Additional third party APIs or components may be used by specific tasks and referred to within the respective task menue or the task description.