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The General Terms and Conditions (AGB) of aclipp GmbH are also provided in English. In case of discrepancies or questions of interpretation, the German text of the AGB shall prevail and be legally binding. The English version is provided for informational purposes and better understanding for international customers.
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All contracts for deliveries and services provided by the provider are based on these terms and conditions (AGB). By registering, the customer expressly accepts these terms and conditions. We only accept counter-confirmations from the customer referring to their own terms and conditions to the extent that they do not contradict our terms and conditions. Supplementary or deviating agreements require the express written consent of the provider. A customer is any natural or legal person who has registered.
The provider reserves the right to change these terms and conditions at any time and without giving reasons in a manner that is reasonable for the customer. Changes will be communicated to the customer by e-mail at least 2 months before the amended terms and conditions come into effect. If the customer does not object to the amended terms and conditions within two weeks of receiving the e-mail from the provider about the change, the silence of the customer shall be deemed as acceptance of the amended terms and conditions, which will then become part of the contract in their amended form. If the customer objects to the changes in the terms and conditions and can prove that the changes are unreasonable, the customer is entitled to a special right of termination.
The subject of the contract is the provision of software by the provider in the Software as a Service (SaaS) model for use over the internet and the storage and processing of customer data (data hosting). Additionally, the customer can order individual consulting, training, and development services from the provider's employees or third parties under the contract. The execution of consulting, training, and development services is determined by individual agreement between the customer and the provider.
By registering on the provider's website, this usage contract comes into effect. The service is provided subject to availability, particularly if this depends on third parties and they cause the unavailability. After a performance delay of more than 4 weeks, the customer has the right to set a period of at least 14 days for the provider to perform. If this period expires without performance, the customer can withdraw from the contract by written declaration, provided the performance has not occurred by then. Any advance payments already made will be refunded in this case, with the customer having to account for any received services. Unless there is gross negligence or intent, claims for damages due to delayed performance are excluded.
The software is exclusively intended for commercial customers (B2B). By activating the subscription, the customer confirms that they are using the software for commercial purposes.
After registering on the provider's website, the customer receives a personal account. These access data must not be shared. The customer is responsible for keeping them secure. Registration under a false name and fictitious email accounts is not permitted. In the case of obviously fictitious information, the provider reserves the right to delete the account immediately. The customer indemnifies the provider against all damages that the provider may incur due to a breach of this clause 2.4 by the customer.
The customer is obliged to ensure the necessary technical requirements themselves. For optimal use of the offers and functions of aclipp, the customer will use the latest versions of Google Chrome or Safari browsers. Furthermore, the customer undertakes not to misuse the software. Misuse particularly occurs when the customer (a) introduces data into the system that contains a computer virus, and (b) uses the software in a way that negatively affects its availability for other users. The customer undertakes to indemnify the provider against all damages, including third-party claims and consequential costs of any kind, if they violate these terms and conditions.
The customer is obliged to prevent unauthorized access by third parties to the software through appropriate precautions. This includes, in particular, keeping the password secret and not making it accessible to third parties. The customer must also inform their employees (hereinafter referred to as users) about this. The customer is responsible for entering and maintaining their data and information required for using the SaaS service.
2.6.1 The provider grants the customer access to the selected version of the software offered on aclipp as Software-as-a-Service over the internet for the duration of a contract. The functionality of the booked software version is determined by the description on the aclipp website. All rights of use not explicitly granted remain with the provider or, if different, with the respective author.
For the purpose of operating the software, the provider stores the software on a server accessible to the customer over the internet.
The provider provides the customer with updates free of charge during the contract period. No additional costs are incurred for support and upgrades. The following services are not regular support services and are therefore usually chargeable:
- Database changes
- Data restoration at the customer's request
- Data imports that are not explicitly offered free of charge
- Individual product customization at the customer's request
The offered support channels depend on the booked plan.
2.6.2 The provider continuously monitors the functionality of the software and rectifies all software errors that limit or make the use of the software impossible, according to the technical possibilities.
2.6.3 The provider is entitled to add new functions to and remove functions from the software. If the removal of functions disproportionately restricts the customer's use, the customer is entitled to an immediate special right of termination.
The fee for using the software (subscription) is determined by the scope of the contract subject defined in clause 2.1. The prices listed at the time of ordering, as displayed within aclipp in the "Clients" area, apply. The listed prices are monthly net prices in euros and are exclusive of the statutory value-added tax at the applicable rate, if applicable. The customer commits to an annual payment. The payment is due in advance for 12 months.
The billing period begins on the day of the contract conclusion for the paid use of the software through the account and ends after one year. The billing period begins on the day the account is activated and ends after one year at the end of the month.
If the customer is at least 14 days in arrears with a payment, the provider is entitled to withhold the service until the outstanding fee is paid, e.g., by suspending access to the software. If the customer is at least 30 days in arrears with a payment, the provider is entitled to terminate the entire contractual relationship extraordinarily. For clarification, all claims for overdue payments remain unaffected by such extraordinary termination.
The provider is entitled to reasonably increase the fees and must notify this no later than 2 months in advance before the end of the customer's current payment period via email. The customer has the right to terminate their contract at the end of the current payment period if the price increase exceeds 5%. A change in the price resulting from a change in the scope of features does not constitute a price adjustment under this clause 2.7.
Switching to a more expensive subscription (upgrade) or adding more client licenses is possible at any time without notice. Switching to a cheaper subscription (downgrade) or reducing licenses is possible at the end of the current billing period. Features tied to a specific subscription are enabled or disabled with the effective date of the up-/downgrade.
2.9.1 The contract is concluded for an indefinite period. Termination of the subscription requires written form to be effective. Active subscriptions that are not terminated in accordance with the following conditions will be automatically renewed for the same duration as originally agreed. If the previously used product is no longer offered by the provider, a product with equivalent properties will be chosen. Termination is possible at the end of the current billing period, and in the case of a free subscription, immediately, without notice, in the respective account. After termination, the provider has the right to delete the account, including all data, upon the termination becoming effective. Upon the customer's request and to the extent technically possible, the provider will provide the customer with their data in a machine-readable format after termination. Such data provision is not covered by the fee under clause 2.7 of these terms and conditions. The provider and the customer will agree on a fee for the data provision based on the effort involved.
2.9.2 Immediate termination of the contract for good cause remains unaffected for both parties. Good cause for the provider exists particularly if the customer:
- applies for the opening of insolvency proceedings over their assets, or the opening of insolvency proceedings is rejected due to lack of assets,
- is at least 60 days in arrears with payment obligations under this contractual relationship and has been unsuccessfully reminded with a reasonable deadline and under threat of contract termination,
- violates legal regulations or infringes the copyrights, industrial property rights, or naming rights of third parties when using the software,
- uses the software to promote criminal, illegal, or ethically questionable actions.
2.9.3 The provider has the right to terminate free accounts at any time with a notice period of 30 days.
Privacy is of the utmost priority for the provider. Personal data of the customer and users are handled with particular care. Users agree that their personal data will be stored and processed. Without notice and explicit consent of the user, their personal data will not be made accessible to third parties unless
the disclosure is necessary for one of the following reasons:
- to legally protect the users,
- to fulfill judicial or official requirements,
- to defend and protect the provider's rights,
- to operate the software technically.
Users are informed about product news within the software and by email.
The contractual parties commit to complying with the provisions of the Federal Data Protection Act. For the conclusion of the contract, the handling of the business relationship, and within the scope of using the software, the provider collects personal data from persons associated with the customer. This data is used by the provider exclusively within the permissible scope under the Federal Data Protection Act. They will not be passed on to third parties for advertising purposes. The provider is entitled to collect, process, use, and store the personal data necessary for handling the business relationship within the meaning of the Federal Data Protection Act and the Telemedia Act.
Insofar as applicable data protection laws are not violated, the provider is permitted to conduct aggregated evaluations of the stored data and use this data to improve the product.
The provider undertakes to keep confidential all business or trade secrets of the customer that become known to them in the course of preparing, implementing, and fulfilling the contract, and not to disclose them. This particularly concerns any information about customer relationships and cooperations of the customer that become directly or indirectly known to the provider in the course of using the software.
The provider is entitled to name the customer, using the company name and logo, as a reference and to use general information about the agreed contract for marketing and sales purposes in an appropriate manner, unless the customer objects in writing.
To protect the user, all communication with the provider's software is encrypted via the HTTPS protocol.
The provider is obliged to take appropriate precautions against data loss and to prevent unauthorized access by third parties to the user's data.
To secure all data generated during use, the provider creates a daily data backup. This backup is stored on other servers that are redundantly secured multiple times. The customer has no right to restore their data if the customer suffers a data loss due to their own fault. Individual data reconstruction is possible on request and will be charged based on effort.
In any case, the user remains the sole owner of the data and can therefore request the provider at any time, particularly after termination of the contract, to release individual or all data without the provider having a right of retention. The release of the data is carried out by sending it in digital form. The fee for this data provision and release is agreed upon based on effort.
The provider uses the web services of the provider Intercom to offer users the best possible and personal support. These services register usage data (contact details, last login date, browser, operating system, etc.). The customer agrees to the use of the Intercom web service and the necessary data processing associated with it.
The provider provides the service essentially as specified on the provider's website for normal use under normal circumstances.
If the services to be provided by the provider under this contract are defective, the provider will rectify the services at their choice within a reasonable period or provide them again after receiving a defect notice. The customer is obliged to report defects to the provider immediately via the usual support channel or to the contact address in the provider's imprint. If the rectification or replacement by the provider fails within a reasonable period, the customer is entitled to reduce the service fee proportionately or terminate the contract.
In case of a system availability of essential software functions falling below 99% within the last 30 days, the customer can reduce their fee accordingly. These data will be made publicly available by the provider or provided upon request if not publicly available.
The provider does not make any representations, warranties, or guarantees that:
- The use of the products meets the customer's requirements or expectations,
- All defects or errors regarding the products or functionalities provided to the customer as part of the product will be fixed, unless they affect core functionality.
Unless otherwise expressly agreed, advice or information received by the customer from the provider does not give rise to warranty claims against the provider.
The provider does not warrant that the software is suitable or available for use at locations outside the contract territory.
The exclusions according to clause 4.3 of these terms and conditions do not affect the customer's statutory rights, to which they are entitled in any case and which cannot be contractually excluded.
The provider is not liable for damages incurred by the customer from using the software and damages due to unauthorized knowledge of personal user data by third parties (e.g., unauthorized access by hackers to the database). The provider cannot be held liable if information and details that users themselves have made accessible to third parties are misused by these third parties.
The customer bears sole responsibility for stored content and files that are subject to licensing (e.g., fonts and images).
The customer undertakes to indemnify the provider from all third-party claims based on the data they have stored and to reimburse the provider for any costs incurred due to possible legal violations.
The provider is entitled to immediately block the account if there is reasonable suspicion that the stored data was obtained illegally and/or infringes the rights of third parties. A reasonable suspicion of illegality and/or infringement of rights exists particularly if courts, authorities, and/or other third parties inform the provider of this. The provider must immediately inform the customer of the blocking and the reason for it. The blocking will be lifted as soon as the suspicion is dispelled.
All notifications must be in writing to the specified addresses. Sending by email satisfies the requirement of written form. The contracting parties are obliged to notify the other party of any address changes without delay; otherwise, notifications sent to the last known address in writing shall be deemed to have been received.
The customer can only offset claims with their contractual counterclaims from the respective affected transaction or assert a right of retention if this claim is undisputed or legally established.
Exclusively the law of the Federal Republic of Germany applies. The contract language is German.
The exclusive place of jurisdiction for all disputes arising from or in connection with the business relationship is the competent court in Ingolstadt.
Should individual provisions or parts of the contract be invalid, the validity of the overall agreement remains unaffected. In such a case, the contracting parties will adapt the contract so that the intended purpose of the invalid or ineffective part is achieved as far as possible.
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The General Terms and Conditions (AGB) of aclipp GmbH are also provided in English. In case of discrepancies or questions of interpretation, the German text of the AGB shall prevail and be legally binding. The English version is provided for informational purposes and better understanding for international customers.
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