The contractual agreements concluded between ALIAXIS DEUTSCHLAND GmbH, Steinzeugstraße 50, D-68229 Mannheim (hereinafter referred to as “ALIAXIS GERMANY”) and the user shall be prioritised as follows:
a) individual additions and/or amendments to this agreement;
d) the statutory provisions.
1. Requirements for Use, Booking the “WorkFlow” Module (Conclusion of Contract), User Obligations
(1) Registration in the customer portal and for the “WorkFlow” module and the “WorkFlow” app is reserved exclusively for “entrepreneurs”, as defined in Section 310 (1) of the German Civil Code (BGB), i.e. contractual partners who act in the exercise of their trade, business or profession when registering and using the systems, and for legal persons incorporated under public law or special funds under public law. The system must not be used for private purposes.
(2) The modules made available within the portal are not binding contractual offers from ALIAXIS GERMANY.
(4) A contract to enable the use of the paid version of the “WorkFlow” module may only be concluded by registered corporate users (administrators with “corporate access”) within an area protected by the registration process (Aliaxis customer portal). The administrator shall have the option of booking the “WorkFlow” module for the corporate user – either for a fee or as a trial version. The corporate user’s administrator may also activate the “WorkFlow” module for other basic corporate users.
(5) By clicking the “Order now” button in the last step of the ordering process, the corporate user shall make a binding offer to book the “WorkFlow” module package displayed in the order summary. After submitting the order, the corporate user shall receive an order confirmation. Once ALIAXIS GERMANY has confirmed the order, a fee-based contract or the contract for the “WorkFlow” module shall be concluded between the corporate user and ALIAXIS GERMANY.
(6) The contract shall be concluded exclusively in German. Any translations of the terms and conditions or contents into other languages shall be provided solely for informational purposes. In the event of contradictions between the original German text and a translation, the German text shall take precedence.
(7) The “WorkFlow” module may only be used by users with corporate access (corporate users and basic corporate users). The number of users who can use the “App-Track” module depends on the type of package booked.
(8) The “WorkFlow” app can be downloaded from the app platforms for the following operating systems: Google Android and Apple iOS. Any delays in the provision of the software by the respective app store fall outside the sphere of control of ALIAXIS GERMANY and shall not entitle the user to assert claims against ALIAXIS GERMANY or terminate the contract.
(9) Basic corporate users may register in the “WorkFlow” app by entering their user ID in the customer portal of ALIAXIS GERMANY.
(10) The “WorkFlow” app and its features may only be used if the basic corporate user or the overriding corporate user has booked a paid version or a free trial of the “WorkFlow” module.
(11) ALIAXIS GERMANY provides information about updates to the app in the “WorkFlow” module on its website (www.aliaxis.de). The user shall be free to download and install each update via the update function in the app platform. If the user does not install an update provided by ALIAXIS GERMANY via the app platform, ALIAXIS GERMANY shall not be held liable for any deviations from the contractually agreed condition of the app due to the user’s failure to install the relevant update.
(13) The information provided by the user must be complete and correct. If the user’s data changes over the course of the user relationship, the user must promptly rectify the relevant data in his account settings and/or personal settings within the portal.
2. Terms of Payment / Storage of the Contract Text
(1) The use of the “WorkFlow” module and the associated “WorkFlow” app is subject to a fee. The prices and due dates for payments shall be based on the schedule of fees and services in place at the time the contract is concluded; the indicated prices shall not include the statutory rate of value added tax. Each payment shall be due in full upon receipt of invoice.
(2) The fee for the time-limited activation of user access to the “WorkFlow” module for the corporate user and associated basic corporate users and for the use of the “WorkFlow” app shall be due in advance as soon as the order is placed according to the booked package. Payment shall be made by bank transfer. ALIAXIS GERMANY reserves the right to introduce other payment methods, as determined for the booked package at the time the contract is concluded. The bank details shall be indicated on each invoice.
(3) The user may view the terms and conditions of the contract here: https://www.aliaxis.de/de/metanavigation/agb. ALIAXIS GERMANY shall not store the terms and conditions of the contract separately for the user.
(4) ALIAXIS GERMANY may alternatively provide the “WorkFlow” module as a promotional trial at a reduced price or free of charge for a limited period. ALIAXIS GERMANY shall determine whether the user is entitled to such an offer at its own discretion. ALIAXIS GERMANY reserves the right to revoke a trial version and block user access to the “WorkFlow” module if it determines that the user is not entitled to such an offer. Any users who are currently trialling the “WorkFlow” module or whose trial version has recently expired may be excluded from certain offers. ALIAXIS GERMANY may access information that has already been used for existing or recently expired trial versions (e.g. device ID, payment method or email address) to determine whether a user is entitled to such an offer. The eligibility requirements shall be indicated alongside other restrictions and conditions in the registration form for the offer and in any other information that may be made available to the user (e.g. in the current schedule of fees and services).
3. Uses and Contents of the “WorkFlow” Module and “WorkFlow” App
(1) As of September 2021, the “WorkFlow” module currently consists of the following features:
a. The “WorkFlow” module in the customer portal (web application) offers corporate users the opportunity to create a project profile in which to gather, store and sort technical project data and information, which can also be recorded via the separately downloadable “WorkFlow” app, and to share such data and information with other project participants, who must also be corporate users of the ALIAXIS customer portal and must have subscribed to the “WorkFlow” module.
(3) ALIAXIS GERMANY provides the features of the “WorkFlow” module to facilitate the management of technical project data and communication within teams. The release function for project data in the “WorkFlow” module is not designed or intended for the formal acceptance of products or services under contract law or for the submission of any other binding contractual declarations between the project participants.
(4) ALIAXIS GERMANY has no control over the completeness, correctness or relevance of any content that is uploaded, organised and managed by users / corporate users via the “WorkFlow” module and “WorkFlow” app.
(5) ALIAXIS GERMANY shall exercise the usual care when selecting and maintaining the services included in the “WorkFlow” module. The user must report any defects or faults immediately.
(4) If the user is offered amendments to the terms and conditions for other paid features or content of the “WorkFlow” module and app, the user may terminate the part of the module affected by the changes – without notice and free of charge – before the proposed effective date of the changes if the new content or features cannot technically be used separately from the previous “WorkFlow” module. ALIAXIS GERMANY shall inform the user separately of this right of termination when communicating the planned change.
5. Responsibility for Log-In Data and Access to the Portal and Services; Obligation to Cooperate
(1) All log-in data, including passwords, must be kept secret by the user; it must not be made accessible to unauthorised third parties under any circumstances. All passwords assigned by ALIAXIS GERMANY must be immediately changed to passwords that are only known to the user.
(2) The user shall also be responsible for ensuring that the “WorkFlow” module is only accessed – and that its available features are only used – by the persons authorised or commissioned by the corporate user and/or by the users activated by the corporate user’s administrator.
(3) The (corporate) user must take appropriate measures to prevent unauthorised third parties from accessing the “WorkFlow” module, the “WorkFlow” app and the features contained in each of the systems. The (corporate) user is obliged to immediately notify ALIAXIS GERMANY of any unauthorised use of log-in details. The (corporate) user shall be held liable for any misuse of the log-in details for which the user is responsible.
(4) The user must not use any devices, products or other means designed to circumvent or overcome the technical measures taken by ALIAXIS GERMANY. If the “WorkFlow” module is misused, ALIAXIS GERMANY shall be entitled to block the user’s access immediately. ALIAXIS GERMANY reserves the right to assert further rights and claims, particularly the right to extraordinary termination for good reason and claims for damages.
(5) The user shall be responsible for ensuring that the technical requirements for accessing the “WorkFlow” module and “WorkFlow” app are continuously met within his own sphere of influence, particularly with regard to the hardware and operating system software used, the Internet connection and the current browser software. The user shall be obliged to take the necessary precautions to secure his own systems, particularly by using the customary security settings for browsers and mobile phones and current protective mechanisms for warding off malware.
(6) The (corporate) user shall be obliged to regularly back up the data and content uploaded to the “WorkFlow” module and “WorkFlow” app on his own systems and to create back-up copies.
(7) The content uploaded by the user or contained in the “WorkFlow” module may be subject to export control laws, standards, regulations or restrictions and national security controls in the Federal Republic of Germany, the European Union and/or the United States of America. The user is obliged to observe any potential restrictions in this regard and, if necessary, to independently obtain the necessary permits. The user shall release ALIAXIS GERMANY from all consequences resulting from the violation of this provision. In particular, the user shall check and ensure that
– the content, documentation and information are not used for aspects related to armaments, nuclear weapons, weaponry or any other military purpose;
– none of the companies or persons named in the Denied Persons List receive goods, software or technology of US origin;
– none of the companies or persons named in the Warning List, Entity List or Specially Designated Nationals List receive products of US origin without prior approval;
– any early warnings issued by the competent German authorities are heeded.
6. Blocking Access
(2) Access shall be blocked in particular if the corporate user falls four weeks behind with a payment according to the schedule of fees and services.
(4) If the user’s access authorisation is blocked temporarily or permanently, the user shall be notified accordingly by email.
(5) If the user’s access authorisation is blocked temporarily, it shall be reactivated after the blocking period has expired or the reason for the blocking has finally ceased to exist; the user shall be notified accordingly by email.
(6) If the user’s access authorisation is blocked permanently, it cannot be restored. In such cases, a new booking shall be required. However, the (corporate) user shall not be legally entitled to have the new booking offer accepted.
7. Term of Contract and Termination of Use
(1) Unless explicitly agreed otherwise, the “WorkFlow” module shall be booked for a fee for a period of 12 months. The fee-based package / user relationship may be terminated with one month’s notice at the end of the month in which the term expires.
(2) Unless otherwise agreed, trial versions can be used free of charge for 3 months. If a trial version is not cancelled 2 weeks before the end of the trial period, a paid version of the package shall be booked for a further 12 months immediately after the trial period.
(3) The user relationship must be terminated in text form.
(4) Notwithstanding the above, the parties reserve the right to terminate the user relationship for good reason. ALIAXIS GERMANY shall have a particularly good reason for terminating the user relationship if the requirements for permanent blocking are met (Section 6).
(5) Once the user agreement has been terminated, the user shall no longer be able access the “WorkFlow” module, the “WorkFlow” app or their associated features. In such cases, the user’s access shall be blocked at the time of termination.
(6) The user must back up any data and content he has uploaded to the “WorkFlow” module and “WorkFlow” app before terminating the user agreement, as the user shall no longer be able to access these systems after the termination period.
8. Protection of Content, Responsibility for Third-Party Content
(1) The content provided by either ALIAXIS GERMANY or third parties is protected by copyright, trademark and competition law or by other intellectual property rights and is owned by either ALIAXIS GERMANY, the contractual partners of ALIAXIS GERMANY or other third parties who have made the respective third-party content available or uploaded it for project management purposes as part of the “WorkFlow” module or “WorkFlow” app.
(3) The offer may contain third-party content over which ALIAXIS GERMANY has no control. As ALIAXIS GERMANY does not check the completeness, correctness or legality of third-party content, it shall assume no responsibility or guarantee for the completeness, correctness, legality or relevance of such third-party content. This also applies to the quality of third-party content and its suitability for a specific purpose. The user must therefore run a plausibility check to determine whether the content is suitable for the intended use.
(4) The content may contain links to external third-party websites over which ALIAXIS GERMANY has no control. ALIAXIS GERMANY can therefore assume no guarantee for such third-party content, particularly any content linked by the (corporate) user. The providers or operators of pages linked by ALIAXIS GERMANY are responsible for their own content. ALIAXIS GERMANY cannot be reasonably expected to permanently monitor the content of such linked pages without any indication of a specific infringement. If ALIAXIS GERMANY becomes aware of any legal violations, it shall immediately remove the offending links.
(5) Whenever content is uploaded by the user, the user shall guarantee that he holds the rights of use and exploitation and any other authorisations required to use such content within the “WorkFlow” module and the “WorkFlow” app.
9. User Behaviour and Rights of Use / Advertising
(2) The corporate user – and the users assigned to him – shall observe the rights of ALIAXIS GERMANY and third parties when using the “WorkFlow” module and “WorkFlow” app, particularly as follows:
(3) When using the “WorkFlow” module and “WorkFlow” app, the user may upload and manage content that may be protected under copyright law or other protective laws (e.g. log data / files, statistics, other technical data). The (corporate) user hereby transfers ALIAXIS GERMANY and its affiliated enterprises the simple, non-exclusive right to exploit such uploaded content as further consideration for the use of the “WorkFlow” module and “WorkFlow” app. The parties hereby agree that Section 69b UrhG shall apply accordingly to any creative work performed by the user when using the “WorkFlow” module (including content such as files, drawings, etc.), unless other industrial property rights are in place. The relevant economic rights shall be transferred to ALIAXIS GERMANY and its affiliated enterprises, enabling them to use such creations for their own commercial purposes. The content uploaded by the (corporate) user to the “WorkFlow” module or “WorkFlow” app may be stored and evaluated by ALIAXIS GERMANY and its affiliated group companies, particularly for the purpose of providing technical assistance, developing new products and services, compiling statistics and developing the “WorkFlow” module and “WorkFlow” app and other modules.
(5) ALIAXIS GERMANY may also evaluate the content uploaded by the user to promote its own sales (product analysis). The user may object to the use of personal data for ALIAXIS GERMANY’s promotional activities (sending of advertising) at any time.
(6) When using the “WorkFlow” module and “WorkFlow” app, the user shall not obtain access to the source code of the “WorkFlow” module or “WorkFlow” app or software copies, but merely a right of access.
(7) If the user is subject to separate confidentiality regulations, he shall explicitly inform ALIAXIS GERMANY before concluding the contract. The parties may then conclude a separate confidentiality agreement.
10. Return of Data upon Termination of Contract
(1) If the contract is terminated and a relevant request is submitted by the user, ALIAXIS GERMANY shall provide the user with any data that has been uploaded by the user and stored in his allocated memory space, either in its original form or as a copy (“return”). The user may also download the data himself.
(2) Any personal data stored shall be anonymised or deleted 30 days after the data has been returned / downloaded and the use of the systems has ended, unless the user reports within this period that the data provided is illegible or incomplete. If the user fails to report such, he shall be deemed to have agreed to the deletion of the data. The user shall be solely responsible for observing the retention periods under commercial and tax law.
(3) ALIAXIS GERMANY shall not hold any rights of retention or a lessor’s security right, as described in Sections 562 and 578 BGB, with regard to the user’s data.
(4) Once the contractual relationship has been terminated, the user shall not be legally permitted to use the “WorkFlow” module in any other way, unless a new user agreement is concluded between the user and ALIAXIS GERMANY.
11. Data Protection
If necessary, the parties shall conclude a separate data processing agreement for the user agreement in accordance with the General Data Protection Regulation (GDPR).
(1) ALIAXIS GERMANY guarantees that the “WorkFlow” module and the associated range of services shall remain fully functional and ready for operations according to the provisions of this contract. Unless otherwise specified below, the statutory warranty regulations shall apply.
(2) ALIAXIS GERMANY shall be liable for defects in the module provided for a fee and the memory space in accordance with the warranty regulations applicable to leases (Section 536 et seq. BGB) with the proviso that, contrary to the provisions of Section 536a (1) BGB, it shall only be obliged to pay damages if it commits one of the faults described in Section 13 of this contract.
(3) The module shall be deemed to be defective if it does not perform the services contained in the description of its functions despite being used in accordance with the contract and if this has a significant effect on its suitability for the contractually agreed use.
(4) The user shall not be entitled to assert warranty claims in the following cases:
a) If there is only a minor deviation from the “WorkFlow” module’s expected quality or a minor impairment of its usability;
c) If the user operates the systems incorrectly;
d) If hardware, software or other equipment is used that is not suitable for the “WorkFlow” module;
e) If the user fails to immediately report a defect and ALIAXIS GERMANY is unable to rectify the situation as a result;
f) If the user was aware of the defect when concluding the contract and has not reserved his rights.
(5) If a defect is reported by the user and the user’s warranty claims are not excluded, ALIAXIS GERMANY shall be obliged to remedy the defect within a reasonable period by taking measures of its own choice. The user shall give ALIAXIS GERMANY a reasonable amount of time and opportunity to remedy the defect. For this purpose, the employees and agents of ALIAXIS GERMANY shall be granted free access to the user’s account, provided this is necessary.
(6) If ALIAXIS GERMANY is unable or fails to remedy the defect, if it culpably or unreasonably delays its rectification measures, if it seriously or definitively refuses to remedy the defect, or if the rectification of the defect is otherwise unreasonable for the user, the user shall be particularly entitled to reduce the fee owed according to the extent of the impairment (“reduction”). The user shall not be entitled to assert a reduction claim by unilaterally deducting an amount from the fee to be paid on an ongoing basis; however, this shall not affect the user’s right to reclaim the overpaid part of the fee based on unjust enrichment.
(7) If the services offered in connection with the “WorkFlow” module are services in the strict sense of the term under German law (e.g. support services), ALIAXIS GERMANY shall be liable for defects in such services according to the rules stipulated in service contract law (Section 611 et seq. BGB).
13. Liability, Limitation Period, Indemnification
(1) ALIAXIS GERMANY shall be held liable under the statutory provisions for any damage resulting from injury to life, limb or health or resulting from its own intentional actions or gross negligence.
(2) In the case of a slightly negligent breach of duties which have to be fulfilled to enable the contract to be properly performed in the first place and on the observance of which the contractual partner may regularly depend (essential contractual duties), ALIAXIS GERMANY’s liability shall be limited to the typically foreseeable degree of damage. ALIAXIS GERMANY shall otherwise not be held liable for simple negligence. Notwithstanding the above, ALIAXIS GERMANY shall accept any liability to be assumed under the German Product Liability Act (ProdHaftG). The above limitations of liability shall also apply to any breaches of duty committed by the legal representatives or vicarious agents of ALIAXIS GERMANY. If ALIAXIS GERMANY’s liability is excluded under the above provisions, this shall also apply to the personal liability of its employees and vicarious agents.
(3) ALIAXIS GERMANY shall only be liable for data loss according to the above provisions if such a loss could not have been avoided even if the user had taken appropriate back-up measures.
(4) The user hereby assures ALIAXIS GERMANY that no third-party rights shall be violated by the uploaded content or by the actual uploading of content by the user. The user shall be solely responsible for the contents of any pages linked in the uploaded content. The user shall indemnify ALIAXIS GERMANY at first request against any third-party claims – including any claims asserted by competent authorities and fines – due to the violation of third-party property rights by the user; the user shall also assume the reasonable costs incurred for ALIAXIS GERMANY’s legal defence.
14. Force Majeure
(1) In the event of force majeure, the parties shall be released from their contractual duties for the duration of the hindrance.
(2) Force majeure is an event occurring outside the company which is caused by external elementary forces of nature or by the actions of external third parties, which is unforeseeable according to human insight and experience, which cannot be prevented or rendered harmless by economically acceptable means even with the utmost care to be reasonably expected under the circumstances, and which is not to be accepted in light of its frequency.
(3) The parties may terminate this contract if an incident of force majeure lasts longer than one month and a mutually agreed contractual amendment cannot be achieved.
15. General Provisions
Mannheim, October 2021