General Terms and Conditions

for using prudsys IREUS


As of March 2011

Preamble

prudsys AG, Zwickauer Str. 16, 09112 Chemnitz, Germany (hereinafter referred to as "prudsys") provides on the website www.ireus.net (hereinafter referred to as "prudsys IREUS") services to produce and personalise dynamic sub-content of websites (hereinafter referred to as "prudsys IREUS Online Service"). These general terms and conditions (T&C) regulate the conditions for use of these services by the contractual partner of prudsys (hereinafter referred to as the "user").

Section 1: Scope

  1. These T&Cs apply to using prudsys IREUS and all services offered by prudsys via prudsys IREUS if they are not modified by written agreements between the parties. Differing or contradictory conditions are not recognised by prudsys unless prudsys has explicitly agreed to these.
  2. Changes to these terms and conditions are notified to the user in writing, by fax or email. If the user does not contradict this change within four weeks of receipt of the notification the changes are considered to have been approved by the user.

Section 2: Subject of the agreement

  1. The services of prudsys are exclusively aimed at those acting in a business capacity and companies.
  2. prudsys provides the user with the prudsys IREUS Online Service to produce and personalise dynamic sub-content of his websites for the duration of the agreement.
  3. The type and scope of usage is determined by the user depending on the prudsys service packages planned.
  4. The user is granted a single, non-transferable license to use the services stated in Section 2 Paragraph 2 for his own purposes and this shall be valid only for the duration of this contract. Transferring the services provided by prudsys to a third party is not covered by the agreement.
  5. The pricing depends on Section 8 of this agreement.

Section 3: Formation of the agreement

  1. All prudsys quotations on the prudsys IREUS website represent a non-binding request by the user to provide a quotation and are always subject to change.
  2. Services offered on prudsys IREUS are ordered by registering a user access to the private user area on prudsys IREUS and confirming these T&Cs.
  3. This agreement is formed by granting access to the private user area of prudsys IREUS.

Section 4: Rights of the user

  1. The user is entitled to modify the type and quantity of the services ordered in the private user area on prudsys IREUS at any time.
  2. With each change the user submits a binding offer to change the contract. If prudsys accepts the changes and the change matches the conditions of this agreement, the change relating to the use of the services offered on prudsys IREUS is formed immediately after unless the changed services required a fee. In this case the change relating to the use of the services offered on prudsys IREUS is formed at the beginning of the following month.

Section 5: Rights of prudsys

  1. prudsys may transfer the provision of any or all services to a third party. prudsys shall be entitled to make all necessary documentation, information and data relating to the user available to those third parties to which prudsys has transferred the provision of services.
  2. prudsys is entitled to use the user's company name, logo and trademark for the purposes of advertising the use of the prudsys IREUS Online Service. The advertising covers both prudsys' use over the internet, print media and marketing uses (e.g. electronic or printed advertising media). Any other use requires the written agreement from the user.

Section 6: Technical requirements / customer service

  1. As a result of the current status of online technology data communication may not be error-free and/or permanently available. prudsys is not liable therefore for the uninterrupted availability of the services covered by this agreement.
  2. prudsys will inform the user about interruptions to availability that are based on maintenance or optimisation work by prudsys by email if the interruption period is predicted in advance to be more than 4 hours for each interruption event.
  3. The user also recognises that the services in the prudsys IREUS Online Services can only be provided to such visitors of their websites who
    1. have appropriate hardware and software, in particular a graphic-enabled internet browser with activated JavaScript function and internet access to prudsys IREUS Online Service, and
    2. have not used appropriate measures to block the prudsys IREUS Online Service or have opposed its use.
  4. prudsys provides customer services to the users. They are available at the email address support@ireus.net.

Section 7: Obligations of the user

  1. The prudsys IREUS Online Service may only be used by the user whose details were entered during the registration process or vicarious agents appointed by him. The user must put in place suitable measures to protect against the misuse of access rights to the services provided by the IREUS portal. This shall particularly include the obligation to keep access data secret from unauthorised persons, and to carefully protect this information against being accessed by unauthorised persons.
  2. If the user infringes his obligations stated in the previous paragraph (Section 7 Para. 1) prudsys is authorised to immediately stop providing the service, to terminate the agreement without notice and also to assert additional claims for damages.
  3. It is necessary to insert software source code into the user's website for the prudsys IREUS Online Service to be used. The user is responsible for the proper and complete insertion of the full content provided by prudsys.
  4. The user is also obliged
    1. to name the IDs of the HTML elements in which the outputs of the prudsys IREUS Online Service appear as planned in each case by prudsys,
    2. to use and not modify the JavaScript code provided by prudsys for inserting the prudsys IREUS outputs, and
    3. not to undertake measures that prevent measuring the services provided by prudsys in full or in part.
    If the user infringes these obligations prudsys is entitled to estimate the quantity of the service provided later for the purposes of issuing an invoice. In such cases the user is obliged to recognise the estimate unless he proves the correctness of his own, different measurement or estimate in writing.
  5. The user must put in place suitable measures for the storage (backing-up) of their data and applications, in particular by making regular back-up copies that are proportional to the level of risk. The backup obligation also covers the data records and the user's information that he has stored in the private user area of prudsys IREUS.
  6. The user bears sole responsibility for the information and data he provides. He takes on the exclusive liability for the legal permission to use the content he provides as well as the names, codes, logos and images, and that he does not contravene the rights of third parties, especially their trademarks and copyrights. The user is also solely responsible for ensuring that the content, names, codes, logos and images stated above do not infringe criminal law regulations nor the regulations to protect young people and that they do not include any competitive infringements.
  7. The user is obliged to inform prudsys of any change affecting the contractual relationship (company name, address, company form, permission to represent the company) without delay.

Section 8: Remuneration

  1. The fee varies with the price list valid at the time the agreement was concluded or modified. The price list is enclosed as an Appendix (Appendix 1) to these terms and conditions.
  2. Monthly-billed usage-independent fees are payable starting from the day of booking but earliest starting with the end of the free trail period for the rest of the month. In the first month of usage the fee is calculated on a pro rata daily basis according to the use of the service.
  3. The prudsys IREUS services are billed each month in advance at the start of the calendar month in which the services were provided. Bills may include charges not counted in the previous months.
  4. The invoice amount is due on the invoicing date. The user is given a payment term of 14 calendar days after the invoicing date.
  5. If payment is delayed interest as permitted by law is charged on the prudsys claims. prudsys reserves the right to raise further claims in relation to delay of payment.
  6. If payment is delayed prudsys is entitled to stop providing services to the user after a written warning until the prudsys claims have been paid in full.
  7. All prices are quoted exclusive of the prevailing rate of value added tax in Germany, which will be accounted for separately on invoices. If the user is not based in Germany the net sum is invoiced and no value-added tax is to be paid.
  8. The user may only set off settlement against claims that are either uncontested or have been legally adjudged, and may only lay claim to a right to withhold payment in the case of such claims.

Section 9: Warranty

  1. prudsys is liable within the statutory provisions if the services it provides are defective. In this case the user is entitled to demand subsequent fulfilment in the form of resolving the defects or supply of an item that is free of defects. prudsys is permitted to choose the type of subsequent fulfilment. If subsequent fulfilment fails the user is entitled to reduce the fee paid or to withdraw from the agreement.
  2. prudsys shall not assume any liability for defects that fall outside its area of responsibility. This also affects cases relating to
    1. defective installations of the services / software provided by prudsys by the user;
    2. interventions or modifications of the prudsys IREUS Online Service by the user
    3. operating errors by the user.
  3. The requirement for all warranty rights is that the user has properly fulfilled the investigation and complaint obligations to which he is obliged under Section 377 of the German Commercial Code (HGB). With regard to the obligations stated above, the user must notify prudsys immediately in writing of any defects, providing a detailed explanation of the nature of the defect(s).
  4. The limitation period for warranty claims for the services provided is - except in the case of claims for damages - 12 months after the service was provided.
  5. If the user complains about apparent faults in the service provided by prudsys that are not faults for which prudsys is responsible the user is obliged to reimburse prudsys for all the costs incurred in relation to resolving the faults complained about.

Section 10: Liability restriction

  1. prudsys and the vicarious agents used to provide the service are liable for deliberate acts and gross negligence. In addition, prudsys and its vicarious agents are liable for the negligent infringement of duties, their fulfilment that only the proper implementation of the contract permits, their infringement that endangers the achievement of the purpose of the agreement and on the compliance of which the user regularly trusts. In the latter case prudsys and its vicarious agents are however only liable for damages that are predictable and typical of the agreement. prudsys and its vicarious agents are not liable for the slightly negligent infringement of other duties except those stated in the sentences above.
  2. The liability exclusions / liabilities stated above do not apply to injury to life, limb and health. Liability under the German Product Liability Act shall remain unaffected.

Section 11: Infringement of industrial property rights

  1. The user declares that all text, pictures, graphics, logos, process sequences, the content and structure of databases, the domain(s) used and other content used within the framework of the agreement is unencumbered by third party rights or that the user is entitled to use said content and material in the context of accomplishing this contract, with particular reference to making this available on the Internet for access by third parties.
  2. The content and materials specified in Section 11 Para. 1 are included by the user entirely at their own risk. The user hereby indemnifies prudsys for all claims by third parties and reimburses him for the costs of legal defence.
  3. If a claim for infringement of rights is brought against prudsys or the user by a third party, the affected party shall give the other notice of this in writing without delay. Both parties shall have the right and shall be obliged to replace or modify the content that is the subject of the infringement in such a way that it no longer represents an infringement.

Section 12: Confidentiality and data protection

  1. All of the personal data provided by the user (title, name, address, contact data, bank details, credit card number, revenue details etc.) is only used by prudsys in line with the provisions of the German data protection laws.
  2. The personal data, if necessary to establish, design the content of or change the contractual relationship (inventory data), is exclusively used to process the agreement made between prudsys and the user, for example to provide services to the address stated by the user. Usage statistics, price and revenue details that affect the individual user and of which prudsys becomes aware when providing the service will neither be passed on by prudsys to other users nor third parties nor brought to their attention.
  3. Under Section 5 Para. 2 of these terms and conditions prudsys is entitled to use the user's brand names and logos for advertising purposes to the extent stated in Section 5 Para. 2.
  4. If the user wants additional information or wishes to contradict the consent given by him to use his data he may contact prudsys' data protection officer by telephone on +49 371 27093-0 or by email at datenschutzbeauftragter@prudsys.com.
  5. The user undertakes to treat all information that he obtains from prudsys, either directly or indirectly, within the scope of the contractual relationship as confidential. Confidential treatment shall be understood to mean that the information received must not be made accessible to third parties and that this information must not be used commercially for a party's own purposes or to the benefit of a third party.
  6. The parties undertake to use the information received exclusively for the purpose that is defined in the contract. The obligation to safeguard confidentiality shall remain effective for a period of two years after the end of the cooperation between the parties.

Section 13: Term and termination

  1. The agreement for the use of the services made available through the IREUS portal is formed for an unspecified period of time.
  2. The user is entitled to terminate the services in full or in part or this agreement within a period of 14 calendar days to the end of the current month by written notification to prudsys.
  3. prudsys is entitled to terminate the services in full or in part or this agreement within a period of 14 calendar days to the end of the current month by written notification.
  4. If this agreement is terminated this also represents the termination of the services provided under this agreement.
  5. Each party is entitled to terminate the agreement for a justifiable cause at any time without giving a notice period. For prudsys a justifiable cause for termination is present in particular if:
    1. the user's infringement against his contractual obligations is not removed even after setting a subsequent period;
    2. the user's actions are torts or attempts to do so, e.g. fraud
    3. the user delays payment that is due by the user under Section 8 of this agreement by more than 4 weeks;
    4. ongoing operational faults occur due to force majeure that is beyond the control of prudsys, e.g. natural disasters, fire, collapse of distribution networks for which prudsys is not responsible.
  6. As soon as the agreement on the use of the services provided by prudsys IREUS has ended, prudsys blocks and deletes the relevant access. But prudsys will also save all the data relevant for invoicing after the end of the contract in line with the statutory requirements.

Section 14: Miscellaneous

  1. The location from which the service is provided by prudsys is Chemnitz.
  2. The exclusive place of jurisdiction for all disputes arising from and associated with this agreement is Chemnitz. Court language is German. prudsys is also entitled to issue proceedings at the user's general court of jurisdiction.
  3. This contract is subject to the law of the Federal Republic of Germany and excludes joint UN commercial law.
  4. The notifications and declarations of a contractual partner planned for in the contractual provisions and otherwise necessary can also be transferred to the other contractual partner's online address if the business terms do not state the requirement for the written form.

 

Appendix 1: Price list