General Terms & Conditions of Business of Connect4Video GmbH vis-à-vis Customers
valid from June 1st, 2017
Section 1 – Area of validity, purpose of contract
(I) These General Terms & Conditions of Business ("GTCB") are valid for all contracts agreed upon in the framework of business relationships between Connect4Video GmbH of Nibelungenstraße 28, 65428 Rüsselsheim, Germany, registered under the Register of Commerce (HR) number HRB 87548 at the District Court (Amtsgericht) Darmstadt ("C4V") and its customers.
(II) Alternative terms & conditions of business of the customer will only become effective and to the extent that they have been expressly accepted by C4V in writing.
(III) The contractual purpose ensues from the individual contract concerned, the arrangements made in the pricelist, and the GTCB. These regulate, in connection with the German Telecommunications Act (Telekommunikationsgesetz, TKG), the use of video telephony using the Internet as transmission channel. The provision and concession of the Internet access, the connections to the Internet and other connections needed for video telephony are not the subject of this contract.
Section 2 – Conclusion of contract
The contract between C4V and the customer shall be deemed concluded if: C4V provides its written acceptance of the offer contained in the customer's order relating to the services or C4V actually renders the service to the customer.
Section 3 – Services rendered by C4V
(I) C4V enables the customer to hold video conferences on the basis of the agreement concerned and in the framework of the existing technical and operational possibilities. In this connection, C4V acts as an access mediator. The subscribers are enabled to connect with one another over the Internet using video telephony-enabled devices and to hold video phone calls and video conferences.
(II) The service offered by C4V can include the customer being issued an individual, fixed H.323-ID.
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(III) The provision and concession of the Internet access, connections to the Internet and other connections needed for video telephony are fundamentally out of scope of our services.
(IV) Any other services which may have been booked shall be regulated by separate agreement.
(V) The services of C4V do not include access to emergency call services with location tracking.
(VI) Yearly average of availability of the C4V services is 97.0%.
Section 4 – Provision
Your connection will be activated as soon as receipt of payment has been registered.
Section 5 – Obligations and responsibilities of the customer
(I) The customer has the following obligations in particular:
(a) The conceded services must not be used in an improper manner, in particular: for the transmission of legally prohibited or immoral information; or in connection with illegal means of transmission e.g. not legally-compliant dial-up programs.
(b) It is forbidden for any connection to be established which serves the purpose of the customer or a third party receiving payouts or any other form of consideration as a result of the connection and / or duration of the connection (e.g. consideration for calls to chat lines or advertising hotlines).
(c) It is forbidden for any connection to be established which does not serve the direct communication with another subscriber, but only serves the purpose of the establishment and / or duration of the connection.
(d) Apart from that, national and international copyright and trademark, patent, naming and labeling rights, as well as other commercial property rights and personal rights of third parties must be observed.
(e) The customer must maintain the confidentiality of all personal access data (user ID, password) and must change these forthwith, should he suspect that unauthorized persons have acquired knowledge thereof.
(f) The customer shall indemnify C4V and its vicarious agents against all third-party claims which: ensue from an unlawful use of video telephony / conferences and the services associated therewith by the customer or as a result of the customer's endorsement thereof; or arise from, in particular, conflicts related to data-protection law, or copyright law or other legal conflicts connected with the use of video telephony / conferences. If the customer recognizes, or should be able to recognize, the threat of such an infringement, then he is liable for informing C4V forthwith.
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(II) In the event of serious infringements of the customer's obligations, C4V is entitled to block the services concerned at the customer's expense. In this case, the customer still remains obliged to pay the due monthly compensation.
Section 6 – Use by third parties
The customer must also pay those costs caused by authorized and unauthorized third-party use of C4V video telephony / conferences if, and to the extent that, the customer is responsible for said usage.
Section 7 – Prices, terms of payment, default
(I) The customer must pay the prices arising from the "Pricelist" appendix in accordance with the customer's selected payment model.
(II) The customer may elect between paying per invoice (bank transfer) or via PayPal.
(III) The contractually due prices for C4V's services must be paid from the first day of operationally-ready provision until the end of the contractually agreed contractual period.
(IV) If the customer elects to pay per invoice, the invoiced amount must be paid to the bank account specified on the invoice. The amount must have been credited by no later than the tenth day after delivery of the invoice. If the customer has issued a direct debit mandate, C4V will not debit the invoice amount from the agreed account before the seventh day after receipt of the invoice.
(V) In the case of a defaulted payment of a non-trivial amount, C4V is entitled to block the further use of its services at the customer's expense. In this case, the customer still remains obliged to pay the due monthly compensation.
(VI)(a) If the customer
(i) defaults on payment of his costs or a non-trivial share of his costs for two consecutive months or
(ii) for a time period extending over more than two months, defaults on payment of costs equivalent to the monthly costs for two months,
C4V may terminate the contractual relationship without observing a notice period and demand lump-sum compensation payable immediately in a single total in the amount of one quarter of the remaining monthly costs that would have been due up until the regular end of contract.
(b) The damage may be set to a higher amount if C4V can prove that it suffered greater damages. It may be set lower or struck altogether if the customer can prove that the C4V suffered significantly less damage or no damage whatsoever.
(VII) C4V reserves the right to assert further claims for damages due to defaulted payments.
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Section 8 – Complaints
Complaints must have been received by C4V within eight weeks of receipt of invoice. The failure to lodge a timely complaint shall be deemed tacit approval; in its invoices, C4V will make special reference to the consequences of failing to lodge a timely complaint. The customers' statutory rights in the event of complaints lodged after the expiry of said deadline remain unaffected.
Section 9 – Contractual period, notice
(I) The validity period of the contract is determined by the time period selected by the customer (three months or one year). It will be extended tacitly, each time by one year, insofar as notice has not been given to terminate the contract by the latest three months prior to the expiry of this time period.
(II) The right to terminate for cause remains unaffected. C4V is entitled to terminate for cause, in particular, if the customer improperly avails himself of services or uses services in a manner contravening criminal provisions.
(III) All terminations must be made in writing.
Section 10 – Amendments to the General Terms & Conditions of Business (GTCB), service specifications and prices
(I) The GTCB may be amended to the extent that: material arrangements in the contractual relationship are not affected thereby; and is necessary to reflect changes in the status quo which were not foreseeable at the time of contractual conclusion and the non-consideration of which would markedly impair the balance of the contractual relationship. Material arrangements are, in particular, those relating to the form and scope of the contractually agreed services and the contractual period, including arrangements relating to termination. Amendments or supplements to the GTCB are also possible insofar as this is necessary for eliminating impediments associated with the implementation of the contract due to provisionary omissions which come to light after contractual conclusion. This could be the case, in particular, if the event of new legal developments affecting one or more clauses of these GTCB.
(II) The service specifications may be amended if this is necessary for cause, the customer is not objectively placed at a disadvantage when compared to the service specification tendered at the time of contractual conclusion (e.g. identical or better functionality) and when the amended specifications do not differ significantly from those originally tendered. Cause is given when new technical solutions for providing the due services become available on the market, or in the event of changes in the service offerings of third parties from whom C4V procures upstream services needed for rendering its own services.
(III) The agreed prices may be increased to compensate for increased costs. This could be the case, for example, in the event of prices being increased by third parties from whom C4V procures upstream services needed for rendering its own contractually due services. Also,
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prices may be increased in line with any raise in the rate of value added tax (VAT, sales tax) or mandatorily prescribed by the Federal Grid Agency (Bundesnetzagentur) due to regulatory guidelines.
(IV) Changes to the GTCB and service specifications, and price increases, pursuant to Section 10, (I), (II), (III) which are not entirely due to increases in the rate of value added tax will be announced to the customer in writing at least six weeks prior to them taking effect. The customer has an extraordinary right of termination per the time at which the changes take effect. If the customer fails to provide written notice within six weeks of receipt of the change notification, the changes will become integral parts of the contract per their effective date. The customer will be informed specifically of this consequence in the change notification.
Section 11 – Maintenance, trouble shooting
Section 12 – Liability limitations
(I) We assume liability for intent and gross negligence. We also assume liability for the negligent violation of obligations whose fulfillment is requisite for the proper implementation of the contract in the first place, whose violation endangers fulfillment of the contractual purpose and on whose fulfillment the customer should reasonably be able to rely. In the last named instance, however, liability will only be assumed for damage of a type that is foreseeable and typical for the contract. We assume no liability for the slightly negligent violation of obligations other than those in the previous sentences. The above-mentioned liability exclusions do not apply in the event of damage to life, body or health.
(II) For the provision of telecommunication services, the provider's liability for not intentionally caused financial losses is limited to a maximum of Euro 12,500 (twelve thousand five hundred) per customer.
(III) The present technological status quo means that data communication over the Internet may not always be error free and / or available at all times. In this connection, we assume no liability either for the permanent or the uninterrupted availability of our services.
Section 13 – Statue of limitations
(I) Customers' claims for defects against C4V lapse within one year after the beginning of the statutory period of limitation.
(II) The limitation period for damage claims arising from intent or gross negligence, as well as for culpably caused bodily injury, remains unaffected.
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Section 14 – Exclusion of setoff, right of retention
The customer only has a setoff right insofar as his counter-receivable has been judicially confirmed or is undisputed. The customer may only assert a retaining right against counterclaims arising from this contractual relationship.
Section 15 – Data protection
(I) C4V collects and uses the data needed for the formation, substantive design, amendment and termination of this contract ("Master Data"). These include the last name, first name, address, billing address, telephone number and email address of the customer as well as, in the event of the issuance of a direct debit mandate, the customer's banking connection.
(a) C4V will delete the Master Data at the end of the calendar year following the cessation of contract insofar as it is not the case that, in exceptional circumstances, a blocking of the data suffices.
(b) C4V may use the Master Data for customer consulting, advertising its own offers and for market research purposes insofar as it is necessary for these purposes and the customer has provided his consent. Said consent may be revoked at any time for the future.
(c) If, in the framework of an existing customer relationship, C4V has lawfully gained knowledge of the customer's call number or postal or email address, C4V may use them for sending textual or image messages to a telephone or postal or email address for the purposes set out under (b). The customer may, however, at any time oppose in writing or electronically the sending of further messages.
(II) C4V also collects and uses data generated in the framework of rendering the service (traffic data). These include e.g. the number or ID of the participating connections or the terminal device and personal authorization ID of the customer, as well as – in the event of time- or volume-dependent services – the start and end of the respective connection and / or the transferred data volume. After the connection has been terminated, the traffic data are either rendered anonymous or deleted insofar as it is not the case that their storage and / or usage are permitted or required in accordance with statutory guidelines.
(III) Traffic data are, in particular, also created for the generation of utilization statistics.
(IV) Apart from that, reference is also made to the terms of our Data Protection Declaration.
Section 16 – Obligation to provide information
(I) In the event of a change of provide, C4V will ensure that the service which C4V owes to the customer will not be interrupted before the contractual and technical conditions for a change of provider are fulfilled, unless the customer so requests.
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(II) Measures which C4V will take to handle security and integrity breaches or threats or vulnerabilities:
System and data security and integrity as well as proper operation of deployed systems is of great importance to C4V while providing its services. C4V will immediately investigate breaches of security or integrity, threats or other vulnerabilities and will take all technical, operational, organisational and legal measures available in order to overcome issues. At the same time, C4V will take appropriate organisational measures in order to best prevent such issues in the future.
(III) In regard to the other obligations to provide information under TKG, reference is made to these provisions, as well as our Pricelist and Data Protection Declaration.
Section 17 – Transfer of contract, assignment
(I) C4V is entitled to transfer this contract to third parties. C4V will inform the customer of this contractual alteration in writing six weeks prior to the amendment taking effect. The altered version of the contract will be deemed agreed if the customer fails to object to the transfer in writing within a deadline of four weeks of having received the change notification. In its notification of the alteration to the contract partner C4V will specifically refer to the right of objection and the consequences of continuing to use the service. Should C4V avail itself of its right to transfer the contract, but the customer does not wish to continue the contract with the new contract partner, the customer may terminate the contract forthwith with immediate effect.
(II) The customer may transfer this contract or individual rights and obligations ensuing from this contract to third parties only with C4V's prior written consent.
Section 18 – Special Arbitration
(I) In the event of a dispute with C4V on whether C4V has fulfilled one of the obligations vis-à-vis the customer, as provided for under §§ 43a, 43b, 45 through 46 and § 84 TKG, the customer may submit an application to the Federal Grid Agency to initiate an arbitration process.
(II) Applications to the Federal Grid Agency's arbitration board can be submitted electronically online, or in writing by regular mail or fax.
Section 19 – Miscellaneous provisions
(I) Changes and amendments to these General Terms & Conditions of Business must be made in writing. The same applies to the revocation of this written-form requirement.
(II) The legal system of the Federal Republic of Germany applies; the UN Convention on Contracts for the International Sale of Goods is excluded.
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(III) The place of performance and exclusive legal venue for all disputes arising from or in connection with this agreement is Darmstadt, Germany.
(IV) Should any individual provisions of this agreement be or become ineffective or in opposition of the statutory requirements, the validity of the remaining provisions of the agreement shall in no way be affected. In such case, the contract parties shall amicably replace the ineffective provision by a relative, legally effective provision coming as close as possible to the economic sense and spirit and purpose of the ineffective provision. The aforementioned applies mutatis mutandis for contractual loopholes.