Connect One Digital AG
These general conditions ("GC") apply to deliveries, services and licenses of any kind that CONNECT ONE DIGITAL AG ("Connect One") provides to its customers,
unless conflicting agreements are made in the purchase, license, service, work or other contract (“Contract”) concluded between Connect One and the customer.
Connect One does not provide any deliveries or services to consumers.
2. Objection clause
Objection is hereby raised against any deviating or supplementary terms and conditions of the customer, unless their validity has been expressly agreed upon. Such consent applies only to the specific case and not to previous or future deliveries and services.
Cost estimates are non-binding.
4. Technical documents
Technical documents, cost estimates, drawings, and calculations provided to the customer during contract negotiations and execution shall not be used, reproduced, or disclosed to third parties by the customer. Connect One reserves ownership, copyright, and other rights to such documents. In the event that the customer uses such documents without authorization under the contract, Connect One is entitled to demand their immediate return.
If the customer wishes to make changes to the contractual scope of services, Connect One will comply within reasonable limits. The customer bears the expenses incurred by the changes. Any change to the contractual scope of services requires explicit agreement. The application of § 650b para. 2 BGB (ordering right of the client) and § 648a para. 2 BGB (partial termination) is excluded.
6. Intellectual Property Rights
The customer's right to use software products, including documentation, is limited to the customer's internal business purposes and is determined solely by the contract and these terms and conditions. The source code of the software is only provided if expressly agreed upon. The customer undertakes to refrain from decompiling, reverse-engineering, disassembling, or otherwise reproducing or modifying the copies of the software provided to them, or using them to create wholly or partially derivative works, unless permitted by the contract or mandatory legal provisions. All backup copies must faithfully reproduce all trademarks, intellectual property rights, and user instructions provided by the rights holder. Any legally mandatory rights of the customer to reproduce and modify the software, if and to the extent necessary for an authorized and intended use of the software, including data backup and error correction, remain unaffected, as well as the right to decompile the software to the extent legally permitted. The customer may only sell, transfer, or provide third parties with copies of the software provided to them with the prior express consent of Connect One. Consent to transfer shall be granted if the third party assumes all rights and obligations under the contract and these terms and conditions on behalf of the customer, the customer destroys any copies of the software in their possession, and there is no valid reason to refuse consent. The customer shall indemnify Connect One against any infringement of intellectual property rights and any third-party claims related to the software.
7. Development Results
All intellectual property rights, usage rights, and exploitation rights in and to all development results created by Connect One or its agents in connection with the contract shall exclusively belong to Connect One worldwide. If the development is carried out at the customer's request, the customer shall only receive a non-exclusive right to use in accordance with the contract and these terms and conditions. Connect One is entitled to use and exploit any adaptations, modifications, or improvements developed by the customer. The customer grants Connect One a non-exclusive, unlimited, transferable, royalty-free, sublicensable right to use and exploit these adaptations, modifications, or improvements, both spatially and temporally.
Both parties undertake to treat as strictly confidential any business and technical information received from the other party and to use it exclusively for the purposes of the contract as long as there is a legitimate interest in its confidentiality. This restriction does not apply to information that was already public or known to the recipient at the time of disclosure or subsequently published without the recipient's responsibility. Confidential information may only be disclosed to third parties if they are employees, agents, or advisors of the party or its affiliated companies ("agents") who are bound by confidentiality and require such knowledge for the purposes of the contract. Each party shall ensure that its agents comply with the provisions of this confidentiality clause, even after the termination of the contractual relationship between the party and such agents. The recipient shall promptly notify the owner if it was already aware of confidential information provided by the owner, if information that the owner considers confidential becomes known to the recipient, or if the recipient is requested by a court, authority, or third party to disclose confidential information. This confidentiality clause remains effective even after the termination of the contract as long as there is a legitimate interest in maintaining its confidentiality.
Works created by Connect One must be accepted by the customer within two weeks of delivery, unless a longer or shorter acceptance period has been agreed upon. Acceptance shall be confirmed in writing by the customer if the agreed specifications are substantially met and the work does not have any significant defects. Until Connect One has received the customer's written acceptance confirmation, the customer is not entitled to use the work. If the customer nevertheless uses the work, this shall be deemed acceptance. After the applicable acceptance period has expired, the customer must either expressly confirm acceptance or raise objections to any defects within a response period of one week, unless Connect One has set a shorter or longer reasonable response period. If the customer does not expressly refuse acceptance within the response period, specifying all defects claimed, of which at least one must actually exist as a significant defect, the work shall be deemed accepted upon expiry of the response period. If the customer refuses acceptance, Connect One is entitled to revoke any usage rights granted to the customer for the delivered goods and prohibit further use until acceptance is granted.
Connect One may unilaterally make adjustments to these conditions or ongoing fees during the course of the contract. Connect One is entitled to amend these conditions and any ongoing fees by giving notice with effect for the future, observing a notice period of three months to the end of the agreed minimum term or to any other date on which the contract could be terminated. In this case, the customer is entitled to terminate the contract by giving one month's notice with effect from the date of the change. If the customer does not exercise this right, the change becomes effective. The change exclusively affects future services under ongoing continuing obligations, such as contracts for maintenance services or the provision of temporary licenses, while unlimited licenses already granted are unaffected by the change.
11. Payment Terms
All invoices are due for payment immediately without deduction, unless otherwise agreed in the contract. The customer is in default of payment if payment is not made within two weeks of the due date and receipt of the invoice, even without a reminder.
Deliveries and services for which no specific remuneration has been agreed upon will be calculated in accordance with Connect One's price list in effect at the time of the order (see website).
Connect One shall only be liable for contractual or non-contractual damages if such damages are due to gross negligence or intent. Connect One shall also be liable in accordance with the statutory provisions for the negligent violation of life, body, or health of a natural person, even in the case of simple negligence. Additionally, Connect One shall be liable in accordance with the statutory provisions for the negligent violation of a material contractual obligation, limited to the foreseeable damages that were typical for the contract at the time of its conclusion. Material contractual obligations are those obligations that enable the proper execution of the contract and the achievement of its purpose, and on which the customer regularly relies in terms of the content and purpose of the contract. This includes, in particular, the obligation to provide contract services in a timely manner and in a manner that does not endanger the life, body, health, and property of the customer and its employees. Connect One shall only be liable for damages related to the loss of data to the extent that such damages could not have been avoided through regular and adequate data backup. Similarly, Connect One shall not be liable for damages caused by delivered goods if such damages could have been avoided through periodic inspections of the work results. Limitations of liability agreed upon in the contract or these terms and conditions of Connect One also apply to any personal liability of its officers, employees, or agents. The liability of Connect One in connection with defects or legal defects provided without remuneration, such as demo versions of software, is limited to intent, gross negligence, and willful concealment of defects. Any mandatory product liability claims under product liability laws, as well as claims arising from any quality guarantees, remain unaffected by the above limitations.
14. Statute of Limitations
The statutory provisions apply to the commencement of the statute of limitations. If Connect One undertakes subsequent performance, this does not result in a new commencement of the statute of limitations for the customer's rights regarding the improved delivered goods (including any replacement or spare parts) or the subsequently delivered replacement goods. Rather, these rights expire, without prejudice to subsequent performance, upon the expiry of the remaining limitation period applicable to the improved or replaced delivered goods, provided that the limitation period does not begin until at least three months after the completion of subsequent performance or the refusal of further attempts at subsequent performance.
Customer's obligations and commitments - Indemnification from third-party claims: The customer shall, at its own cost and risk, provide Connect One with access to all materials, infrastructure, employees, and information, as well as any other cooperation and support necessary for Connect One's own deliveries and services. In this scope, the customer shall in particular provide the entire technical infrastructure necessary for the use of Connect One's deliveries and services unless Connect One has expressly undertaken to deliver parts thereof. Furthermore, the customer shall provide any operational requirements, interface information, and test data and participate in acceptances and tests. The customer shall indemnify Connect One, without fault, from all justified or unjustified claims by end users or other third parties (including public authorities) and all resulting damages, costs, and expenses (including the costs of legal defense, the "third-party claims") that are raised in connection with Connect One's deliveries or services under the contract or with works, information, or data provided by the customer or the customer's instructions unless these claims are based on a breach of contract by Connect One for which Connect One is liable for damages in accordance with the provisions of the contract. In this case, indemnification shall be made proportionally based on the respective causative contributions or only for the amount by which the third-party claim exceeds Connect One's contractual liability to the customer. The indemnification claim does not become statute-barred before the fulfillment of the third-party claim.
Connect One is authorized to engage subcontractors for all services under the contract. The liability of Connect One towards the customer remains unaffected.
17. No Assignment
The customer is only authorized to assign the rights under the contract - with the exception of payment claims - with the prior consent of Connect One. Consent may only be refused for good cause.
18. Partial Invalidity
Should one or more provisions of the contract or these terms and conditions be or become invalid or unenforceable, the validity of the remaining provisions shall not be affected.
19. Place of Performance
The place of performance for all obligations under the contract is Frankfurt am Main. The contractual relationship between the parties is governed by German law.
For all disputes arising out of or in connection with the contract or these terms and conditions, the courts in Frankfurt am Main shall have exclusive jurisdiction, provided that the customer is a merchant, a legal entity under public law, or a special public fund. In any case, Connect One is also entitled to sue the customer at its general place of jurisdiction.
21. Legal Remedies
In addition to any other legal remedies, including claims for damages, Connect One is entitled to demand the performance of the contract and enforce this claim, if necessary, through judicial performance or injunctive relief, including preliminary relief, to defend against or pursue violations of the provisions of the contract and these terms and conditions by the customer.
Terms for IoT and Software Application Services
These terms and conditions for IoT and application services supplement the general conditions of CONNECT ONE DIGITAL AG ("Connect One") for deliveries, services, and licenses ("GC"). Connect One's offer, together with these terms and conditions and the Terms and Conditions, collectively constitute the "Agreement" between Connect One and the respective customer ("Customer") regarding the software-as-a-service (SaaS) services specified in the Agreement. These terms and conditions do not apply to modifications of standard products or other development, consulting, or other work or services.
The following terms have the following meanings:
API refers to the application programming interface developed by Connect One, including documentation and specifications of functions, methods, processes, and protocols that enable a qualified software programmer to develop coordinated code for data exchange with the service in accordance with the syntax and protocols defined in the API documentation.
API Documentation refers to the protocols, language, syntax, and rules compiled in the electronic standard reference material provided by Connect One, which describe the API functionality and provide instructions for the development of programming interfaces.
Cloud Feeders are reading devices that enable automated identification and assignment of UIDs to products and orders.
Service refers to the cloud-based technology and application software specified in the SaaS agreement.
IoT stands for Internet of Things and refers to a network of physical objects ("Things") equipped with sensors, software, and other technology to connect them to other devices and systems via the Internet.
Customer Content refers to the data, media, and content provided by the customer as part of the service and collaboration.
Personal Data refers to any information relating to an identified or identifiable natural person.
UID stands for Unique Identifier.
Subject to the SaaS agreement, Connect One grants the customer a non-exclusive and non-transferable right to access the features and functionality of the service for the respective individual term. Immediately after configuring the service, Connect One will provide the customer with the necessary passwords for accessing the service.
3. Contract Period
The individual terms commence on the activation date agreed upon in the SaaS agreement and end on the expiration of the agreed period.
4. Service Description
The individual services are specified on a project basis in the SaaS agreement.
5. API License
According to the agreement, Connect One grants the customer a non-exclusive, non-transferable right to use the API for the exclusive and sole purpose of establishing interfaces between customer content and the service. The customer may only employ employees and contractors bound by written confidentiality agreements to implement the interface. The granted license cannot be sublicensed to third parties. The customer is prohibited from using the API to integrate the service into third-party software or establish interfaces with third-party software or enable third parties to do so.
6. Cloud Feeders
According to the SaaS agreement, Connect One provides cloud feeders to the customer. These systems enable the digital capture of UIDs and the individual assignment and configuration of smart products with Connect One technology. The cloud feeders are the property of Connect One and are provided exclusively on a rental basis.
7. Usage Restrictions
The customer shall refrain from copying or duplicating applications, decompiling, disassembling, reconstructing, or attempting to obtain or determine the source code from which the software components of any applications are composed or can be interpreted by other processes or methods. The customer may only use applications in accordance with the obligations of Connect One towards third parties established before the start of the contract, provided that Connect One has disclosed these obligations to the customer. The customer will ensure that their use of the applications complies with applicable laws, regulations, and policies and that they do not use or compile the applications for unlawful purposes.
All ownership and usage rights to applications and their components remain exclusively with Connect One or Connect One's licensors. The customer acknowledges that they do not possess or acquire any rights other than those expressly granted in this agreement with respect to the foregoing. The customer further acknowledges that Connect One reserves the right to use the aforementioned rights for other purposes at Connect One's sole discretion.
Connect One will develop updates and/or upgrades at its own discretion from time to time. Connect One will integrate these updates and upgrades into the service provided that the customer has paid all applicable fees. All such updates and/or upgrades provided will become part of the service and will be subject to all terms and conditions of this agreement, especially the conditions regarding the rights to the service and the agreed usage restrictions.
10. Access Suspension
Connect One is entitled to temporarily suspend the customer's access to applications or the service or parts thereof if Connect One has reasonable grounds to believe that there is a threat to or an attack on the applications or the service or if the customer's use causes disruption or a security risk. Connect One will make reasonable efforts to announce access suspensions and keep the customer informed about measures to restore access after an access suspension. Connect One will make reasonable efforts to restore access as soon as the cause for the access suspension has ceased. Connect One is not liable for damages, losses, or other disadvantages incurred by the customer as a result of a justified access suspension.
11. Protection of Personal Data
To the extent that the customer uses the applications or the service for the collection, processing, use, or disclosure of personal data, it is the customer's responsibility to fulfill all transparency obligations under data protection laws regarding these data processing activities.
Connect One does not warrant that the service will be continuously available and free from defects. Connect One's responsibility for disruptions or interruptions of the service is limited to the services specified in the SaaS agreement regarding conditions and service levels.
13. Technical Support
Connect One's technical support will be defined and agreed upon individually in the SaaS agreement under the Service Level Agreement (SLA). General support inquiries will be processed exclusively via email at firstname.lastname@example.org.
Connect One excludes any liability, warranty, or contractual liability related to the service for restrictions or delays in access to the service due to customer content or failures of public communication networks.
Connect One shall not be liable, contractually or non-contractually, for any damages to property, persons, or assets caused in connection with application services, regardless of the legal basis, unless Connect One is at fault for the respective breach of duty.
Connect One reserves the right to make future changes to the service, even if they lead to deviations from existing specifications, as long as the functionality and quality, including the specific requirements of the customer, still meet at least the agreed functionality and quality.