1. scope
- The present general terms and conditions of business ("GTC") are the basis for the relationship between ALLNET Computersysteme GmbH, Maistr. 2, 82110 Germering ("ALLNET") and you ("customer"), in relation to ALLSIGNAGE products. The central focus of the ALLSIGNAGE products is the Digital Sigange Software and thus the Content Management System (hereinafter referred to as "CMS") which is called "ALLSIGNAGE".
- The AGB shall only apply to entrepreneurs. ALLNET Computersysteme GmbH will not conclude contracts according to these GTC with consumers in the sense of § 13 BGB. Further information on communication data and the legal representatives of ALLNET Computersysteme GmbH can be found in the imprint.
2. registration and conclusion of contract
- The services provided on the website merely constitute an invitation to submit an offer and are not yet legally binding offers. By explicitly ordering the service by the customer, the customer makes an offer to conclude a contract. The contract is concluded with the acceptance of the offer by ALLNET Computersysteme GmbH. The order of the services requires an effective registration of the customer; the customer must therefore have a customer account.
- A prerequisite for registration is first of all to fill out the registration form on the platform; all data requested by the form as required must be truthfully stated and updated immediately in the event of changes.
- The registration will be confirmed by ALLNET Computersysteme GmbH by e-mail. For this purpose a key (string as link to click) will be sent to the specified e-mail address. Only by clicking on the link contained in the key the user is activated and thus the registration is completed. If this link is not confirmed within four (4) weeks, the entered data will be deleted.
- ALLNET Computersysteme GmbH reserves the right to refuse registrations. There is no claim to the registration.
3. performance description / subject of contract
- All services provided by ALLNET Computersysteme GmbH in connection with the ALLSIGNAGE service are provided exclusively on the basis of these General Terms and Conditions, and the version valid at the time of conclusion of the contract applies.
- Any provisions that deviate from these GTC, in particular the customer's terms and conditions, shall not become part of the contract. They are hereby expressly contradicted. Anything else is only valid if a written confirmation is issued by ALLNET Computersysteme GmbH.
- The functional and performance scope of ALLSIGNAGE offers various functions that enable the publication of own content or content selected by the customer on digital signage systems operated by the customer. The exact scope of the functions can be found on the website www.allsignage.de and its sub-pages.
- a) Media database Within the scope of ALLSIGNAGE, ALLNET Computersysteme GmbH also provides the customer with a media database that offers storage space for the design and storage of entire playlists/slides or parts thereof (such as texts, images or videos) ("media"). The media database can be used to store contents and files that are entered in ALLSIGNAGE itself.
- b) Availability via Internet ALLNET Computersysteme GmbH offers ALLSIGNAGE as an ASP solution. The customer therefore receives access to the software running on the server of ALLNET Computersysteme GmbH via his access data, which provides the above mentioned functions; however, the customer does not receive binaries to be installed locally or the source code of the solution. A prerequisite for the use of ALLSIGNAGE is the user's Internet access. The publication for the provision of
ALLSIGNAGE is fulfilled when the user has access to ALLSIGNAGE at the Internet side output of the router from ALLNET Computersysteme GmbH in an annual average (365 days) of 97%. Impairments for which ALLNET Computersysteme GmbH is not responsible, in particular changes made by the operator to the functionality of its service, disruptions in the transmission via the Internet or disruptions in the customer's Internet connection remain unimportant.
- 3.4 License model: Within the scope of ALLSIGNAGE, ALLNET Computersysteme GmbH exclusively offers a license model that is based on the number of booked or activated device licenses. After logging into the CMS, the user will find an overview of the device licenses activated in the account in the sub-item My Account and there under the item "Your Account". The calculation of the monthly or annual invoices, according to the price model explained in point 6 of these GTC, is always dependent on the number of device licenses activated in the customer's account, depending on the selected software or software extension.
4. rights of use and copyright of the contents provided by ALLNET Computersysteme GmbH
- 4.1 Right of use: The acquisition of rights depends on the type of ALLSIGNAGE media material in accordance with this section
- 4.1.1 Right of use for picture material and texts: The user acquires a simple, remunerated and temporally and factually limited right of use for news material and picture material. The user may use news material and photographic material for publication for a limited period of time by reproduction. The publication or electronic storage is limited to four weeks after delivery by ALLNET. The user is not permitted to edit news material and image material.
- 4.2 Copyright: The copyright to all ALLSIGANGE media material remains with ALLNET Computersysteme GmbH or with the third party sources, insofar as these have been identified. The user is obliged to make the copyright of ALLNET Computersysteme GmbH or the corresponding third party sources clear in a suitable place by means of appropriate copyright notices, insofar as copyright notices are not already available. Already existing copyright references may also not be removed. The user has to protect the copyright of ALLNET Computersysteme GmbH and / or the third party sources against unauthorized use by third parties according to his possibilities. Use of the ALLSIGNAGE media material for other purposes or in any other way is not permitted. In the event of unauthorized use, duplication, modification, editing, redesign or transfer of the material and failure to observe the copyright notice, the user must indemnify ALLNET Computersysteme GmbH from all resulting third-party claims. The assertion of a claim for damages by ALLNET Computersysteme GmbH and/or possible third party sources remains unaffected.
- 4.3 Picture and video material: If the picture and video material is used without the templates created by ALLNET Computersysteme GmbH, it must be clearly and unmistakably marked with the copyright or agency note "Photo: ALLNET Computersysteme GmbH" for picture material and "Video: ALLNET Computersysteme GmbH" for video material and "Video: ALLNET Computersysteme GmbH" for image material or with the corresponding agency notes attached, unless copyright information is already available. For picture material and video material only the simple right of use of the copyright is transferred. Picture material and video material, especially material on which persons are recognizable, may only be used in connection with the accompanying text supplied by ALLNET Computersysteme GmbH (if available). ALLSIGNAGE media material may not be used in a way that distorts or falsifies the meaning. Any manipulation of picture material and video material that goes beyond the normal extent of processing (clippings, colour corrections, technical quality improvement), uses and falsifications that are not in line with the tendency and uses that can lead to the degradation of depicted persons are not permitted and make the user liable for damages. In such a case ALLNET Computersysteme GmbH assumes no liability whatsoever.
5. delivery of the contents
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5.1 Provision in ALLSIGNAGE: The customer has the possibility to acquire usage rights for the ALLSIGNAGE material in ALLSIGNAGE, so that the corresponding material is available for integration in the slides. Rights of use can be limited to a certain number of displays that can be used simultaneously. Furthermore, rights of use are limited to the term of this ALLSIGNAGE contract.
- 5.2 retrieval via Internet
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The retrieval of ALLSIGNAGE media material is entirely the responsibility of the user. Operators of the database or platform can be ALLNET Computersysteme GmbH itself or a vicarious agent. The ALLSIGNAGE media material as content of the databases and platforms is continuously updated. ALLNET Computersysteme GmbH reserves the right to change, delete or supplement the existing contents at any time. Access to databases and platforms is only possible with a valid user name and password.
- 5.3 Responsibilities
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ALLNET Computersysteme GmbH assumes responsibility for the reliability and availability of the transmission paths and the correct transmission of the contents insofar as the transmission paths lie within the area of the infrastructure of Die ALLNET Computersysteme GmbH. The accessibility of the databases or platforms will be at least 98% per month. However, ALLNET Computersysteme GmbH cannot guarantee that certain results can be achieved through the use of the databases or platforms. In accordance with the Federal Data Protection Act, the user is informed that ALLNET Computersysteme GmbH and its vicarious agents store the user data or log files in machine-readable form and process them within the framework of the purpose of the contractual relationship existing with the user. Details of research in the databases are treated confidentially. The receipt of actively transmitted services, the retrieval of ALLNET Computersysteme GmbH and the integration and publication of the ALLSIGNAGE media material is the sole responsibility of the user.
6. prices
The respective valid prices for hardware, device licenses and software extensions result from the price lists available on our website https://www.ALLSIGNAGE.de and in the CMS. The respective invoices to the customer are issued monthly or annually, depending on the selected plan, over the corresponding performance period and the products booked or purchased.
If additional products (device licenses or software extensions) are booked within the performance period, these will be charged for the initially remaining term and will be invoiced in full to the customer at the next invoicing interval using the means of payment selected by him (Paypal, credit card or SEPA direct debit mandate) and debited accordingly.
In addition, the user shall bear his own costs (provision of the Internet connection, if applicable traffic-based billing of his own provider, etc.) for the purchase of the material.
7. secrecy
- The customer must treat the access data (user ID, password) provided to him/her as confidential. He himself is responsible for the secrecy and protection of the access data and will keep them secret, not pass them on without the prior written consent of Die ALLNET Computersysteme GmbH, with the exception of the possibilities provided for in clause 7.2, not tolerate or enable any other information to be obtained by third parties and take the necessary measures to ensure confidentiality. The user himself is responsible for the retrievals made via access. Should the access data be misused through the fault of the user, the user shall be liable for any damages incurred.
- In the event of misuse or loss of access data or a corresponding suspicion, the customer will immediately notify ALLNET Computersysteme GmbH by e-mail at support@allnet.de.
8. Granting of rights
- 8.1 ALLNET Computersysteme GmbH grants the customer, from the time ALLSIGNAGE is made available, for the duration of the contract, the remunerated, non-exclusive (simple), non-transferable, non-sublicensable right to use ALLSIGNAGE on the central server of ALLNET Computersysteme GmbH. It is clarified that the customer, third parties, may not permit any economically independent use, but may nevertheless make his access data available to external service providers, such as advertising agencies or other third parties, to the extent that they perform tasks for the customer. The ALLSIGNAGE Reseller release is an exception to this regulation and with regard to the transfer and sublicensing. The customer automatically acquires this release when a subscription for 20 displays is concluded. With this function, it is expressly permitted to resell ALLSIGNAGE for commercial purposes. With the user administration included in the scope of functions in the Reseller Package (when booking a device license), the customer can set up user accounts for his own employees or for third parties commissioned by him.
- 8.2 If ALLNET Computersysteme GmbH provides new versions, updates or upgrades of ALLSIGNAGE during the term of the contract through implementation on its own server, the above right of use applies to these in the same way. However, ALLNET Computersysteme GmbH is not obligated to provide new versions, upgrades or updates, unless this is absolutely necessary to eliminate defects.
9. prices and payment
- The respective valid prices for ALLSIGNAGE itself as well as for optional material or software extensions provided by ALLNET Computersysteme GmbH result from the prices listed on our website www.ALLSIGNAGE.com or in the CMS as described above under point 3.4 at the time of the conclusion of the respective contract. All prices stated are subject to value added tax at the statutory rate.
- After registration the customer has the possibility to use two licenses free of charge. ALLNET Computersystem GmbH reserves the right to limit the period of use to a test phase without prior notice. The free use of the two defined devices is expressly and for the time being limited to 31.12.2020. Furthermore, the customer has no claims to liability and warranty from the GTC's. Likewise ALLNET is released from all rights of third parties.
- Depending on the product, payments can be made in different ways: by credit card, by SEPA direct debit mandate, by invoice / prepayment and PayPal.
- In the case of recurring monthly or annual remunerated use of ALLSIGNAGE, i.e. the device licenses or the respective software extensions, the respective monthly remuneration is calculated in advance at the beginning of the contract for the complete minimum term. After expiration of the minimum term, the respective monthly remuneration is due at the beginning, at the latest by the third working day of the respective month, and will be debited via SEPA Direct Debit Mandate or credit card. If further device licenses or software extensions are booked within the minimum term, they will be charged pro rata for the remaining minimum term and automatically included in the next extension.
- With regard to the use of possibly licensed Die ALLNET Computersysteme GmbH material (see section 5.2), which is generally to be remunerated monthly, and in the case of the use of ALLSIGNAGE itself, which is to be remunerated monthly, the respective monthly remuneration is due at the beginning, at the latest by the third working day of the respective month. Other fees/remunerations are due after the service has been rendered and the invoice has been received by the customer.
- The customer may only set off or assert a right of retention against claims that have been legally established or are undisputed. The customer may only assign claims arising from this contract to third parties with the written consent of ALLNET Computersysteme GmbH.
10. delay
- 10.1 During a delay in payment by the customer, ALLNET Computersysteme GmbH is entitled to block access to ALLSIGNAGE. In this case the customer remains obliged to pay the remuneration. The blockage will only be lifted again when the customer makes up the payment.
- If the customer does not meet his payment obligation with a period of notice of 21 days and three written requests (e-mail is sufficient) or the payment method chosen by him could not be used, ALLNET Computersysteme GmbH is entitled to terminate the contract without notice and to demand a lump-sum compensation due immediately in one sum amounting to one quarter of the fee remaining until the end of the regular contract period. The amount of damages is to be set higher or lower if ALLNET Computersysteme GmbH proves a higher or the customer proves a lower damage.
- ALLNET Computersysteme GmbH reserves the right to assert further claims for default of payment.
11. adjustments and changes in capacity
- 11.1 ALLNET Computersysteme GmbH is basically prepared to develop new possibilities beyond the existing services. However, this requires an agreement in the individual case; ALLNET Computersysteme GmbH does not owe any adaptation services of previously existing features of ALLSIGNAGE under this contract.
- ALLNET Computersysteme GmbH can change the services of ALLSIGNAGE at any time in a manner reasonable for the customer. The change is reasonable if it becomes necessary for a reason for which ALLNET Computersysteme GmbH is not responsible, such as a disruption in the provision of services by subcontractors or the hosting partner, and the service features as described in the service summary and user documentation are still fulfilled. ALLNET Computersysteme GmbH will notify the customer of the change at least six (6) weeks before it takes effect in writing or by e-mail.
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- Irrespective of this, ALLNET Computersysteme GmbH is entitled at any time to change or supplement the range of services or parts thereof that do not concern essential components of the contract. ALLNET Computersysteme GmbH will notify the customer of the change or addition in writing or by e-mail at least six (6) weeks before it takes effect. The customer can object to the changes within a reasonable period of time from receipt of the notification of change in writing or by email. If the customer does not object, the changes and additions become part of the contract. ALLNET Computersysteme GmbH will expressly draw the customer's attention to the consequences of his behaviour in the notification of change. If the customer objects to the change in due time, ALLNET Computersysteme GmbH can terminate the contract at the next possible date.
- In the event of breaches of contract by the customer, ALLNET Computersysteme GmbH may, without prejudice to other claims, discontinue the provision of ALLSIGNAGE without notice or block access to it, provided that the breach of contract is not remedied after the setting of a reasonable period of time in writing (warning). ALLNET Computersysteme GmbH expressly reserves the right to assert further claims.
If the contractual use of the contractual software is impaired through no fault of ALLNET Computersysteme GmbH by property rights of third parties, ALLNET Computersysteme GmbH is entitled to refuse the services affected by this. ALLNET Computersysteme GmbH will inform the customer of this immediately and enable him to access his data in a suitable manner. In this case the customer is not obliged to pay. Other claims or rights of the customer remain unaffected.
13. limitation of the warranty to the legal regulations
Claims and rights of the customer due to defects in the contractual services do not exist over and above those expressly mentioned in these General Terms and Conditions, unless ALLNET Computersysteme GmbH is further liable due to mandatory legal regulations.
14. adhesion
ALLNET Computersysteme GmbH is liable, irrespective of the legal grounds, exclusively for damages caused by ALLNET, employees and vicarious agents with intent, gross negligence or, in the case of a breach of a material contractual obligation, simple negligence. Essential to the contract is every obligation whose fulfilment just enables the proper execution of the contract and on whose compliance the customer regularly relies and may rely.
- In the event of simple or gross negligence according to section 14.1, liability is limited to typical damages that were foreseeable at the time the contract was concluded.
- The liability of ALLNET Computersysteme GmbH due to the violation of an expressly granted guarantee, for damages under the Product Liability Act or for injury to life, limb or health remains unaffected. The user must actively participate in a reduction of damages.
- In the event of a loss of data, the liability of ALLNET Computersysteme GmbH in accordance with section 13.1 is limited to the typical restoration costs that arise when back-up copies appropriate to the risk are regularly made.
- In all other respects the liability of ALLNET Computersysteme GmbH - regardless of the legal basis - is excluded. This applies in particular to the strict liability for initial defects according to § 536a para. 1 Alt. 1 BGB and for damages that arise from unauthorised access by third parties to the user.
- 15. term and termination
- The customer can choose between a monthly or annual contract term. He can find out about the term of the contract in the CMS and by following the procedure described in more detail in section 3.4.
- In addition, the contract can be terminated in writing by either party without notice for good cause. An important reason which entitles ALLNET Computersysteme GmbH to terminate the contract is given in particular if the customer violates the rights of use of ALLNET Computersysteme GmbH by using the software beyond the extent permitted under this contract, enters illegal content which either gives rise to fines and/or punitive sanctions or violates the general right of personality and/or does not remedy the violation within a reasonable period of time following a warning from ALLNET Computersysteme GmbH.
- The termination does not have to be in writing or in text form. All that is required is a click on the button "Delete Account" or "Cancel Subscription" in the CMS in the ALLSIGNAGE account management or in the settings under "My Subscription" followed by entering a password. By cancelling with a notice period of at least one day, all subscriptions of the respective account will be irrevocably deleted, and when the account is deleted, all data and settings within the account will also be irrevocably deleted.
- In the event of termination, ALLNET Computersysteme GmbH will deactivate access. The customer must give up the use of the software.
16. final provisions
- The law of the Federal Republic of Germany shall apply, excluding the UN Convention on Contracts for the International Sale of Goods. In the event of legal disputes, Munich/Bavaria is agreed as the place of jurisdiction.
- Should individual provisions of these GTCs be or become invalid and/or contradict the statutory provisions, the validity of the remaining provisions of these GTCs shall not be affected. The invalid provision shall be replaced by the parties to the contract by mutual agreement by a provision which comes closest to the economic purpose of the invalid provision in a legally effective manner. The above provision shall apply accordingly in the event of loopholes.
- Changes and additions must be made in writing; this also applies to the waiver of the written form requirement.
- In the event of deviations, the German language version shall apply; translation into other languages is for the sole purpose of better understanding.
- Special regulations for resellers and enterprise licenses
- 1 The subject of this paragraph is the operation of an ALLSIGNAGE Enterprise license, possibly as a white label version. (Definition: White-label version = version in own design and with own name of the partner) Details of the license offer are specified in Appendix 1.
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The licensee is obliged to provide all legally required information for the operation of a SAAS platform online for his customers. ALLNET can help if necessary for a fee.
- If the licensee does not meet his obligation to pay the monthly amount after two written notices (e-mail is sufficient), ALLNET is entitled to block his access until all outstanding amounts have been paid. If the partner does not meet his payments within a period of 4 weeks after the blocking, all accesses to the accounts of the licensee's customers will also be blocked. Should the outstanding payments not be settled within a further period of 3 months, all data of the Licensee's account will be irrevocably deleted.
- In the case of the Enterprise license, the licensee is not entitled to compensation or indemnification for the creation of a customer base upon termination of the contract, regardless of the legal grounds or other reasons, in particular no compensation claim according to § 89 b HGB in direct or analogous application.
- Should ALLNET determine that the licensee is not using the storage space made available to him in the media database for the usual purposes of digital signage, but is misusing it in any other form, ALLNET is immediately entitled to terminate the contract without notice and block all access. The licensee may not make any claims against ALLNET as a result of this action.
- Neither the customer nor the licensee is entitled to assign claims arising from this contract to third parties. Neither the customer nor the licensee is entitled to set off against claims of ALLNET if his claim has not been established by a court of law or expressly acknowledged by ALLNET. Both the customer and the licensee are only entitled to rights of retention insofar as they are based on the same legal relationship and insofar as they fulfil the aforementioned conditions.
- All claims arising out of or in connection with this agreement shall be subject to a limitation period of 12 months, commencing with the knowledge of the circumstances giving rise to the claim.
