FOXDOX – TERMS AND CONDITIONS OF SERVICE

d.velop business services GmbH, Schildarpstraße 6-8, 48712 Gescher, Germany ("Provider"), supplies a web-based document management system called "foxdox", that can only be used by registered members ("foxdox-User").

1 GENERAL PROVISIONS

1.1 These Terms and Conditions of Service ("TCS") apply for all services offered to consumers by the Provider with foxdox (§ 13 BGB – German Civil Code). By registering as foxdox user, the user agrees to the TCS valid at this time. To do this he must activate a checkbox during the registration process and thus declare his consent to the applicability of the TCS. The TCS can be retrieved at any time under https://mein.foxdox.de/legal/termsandconditions.

1.2 The contract language is German. To the extent that translations of these TCS and other contract-related declarations and documents are rendered ("information versions"), only the German version is legally binding.

1.3 The TCS, the service description under No. 2.1 as well as the tariff schedule under No. 4.4 can be retrieved by the foxdox user at any time under https://mein.foxdox.de/legal/servicedescription. The foregoing texts or the contracts concluded with the foxdox user are not stored by the Provider for the foxdox user in any other form.

1.4 The Provider explicitly reserves the right to make changes to these TCS. Such changes are deemed valid if the foxdox user does not object to the change in text form ("Textform" in terms of German law) within one month of receipt of a change notice and the Provider has advised the foxdox user in the change notice of the right of objection and the applicable objection period. If the foxdox user objects in text form ("Textform" in terms of German law), then the earlier TCS continue in force. In this case, the Provider is entitled to cancel membership according to No. 10 within two weeks after receipt of the objection. The right to change does not extend to such changes that pertain to an obligation of one of the parties the satisfaction of which is an indispensable condition for using foxdox and upon compliance with which the respective other party generally relies or may reasonably rely ("material contractual obligation").

2 SERVICE DESCRIPTION

2.1 The Provider supplies foxdox in the form in which the service was provided upon registration by the foxdox user in accordance with the service description applicable at this time and retrievable at any time under https://mein.foxdox.de/legal/servicedescription ("as is"). Apart from that the foxdox user has no claim to a certain design or configuration of foxdox. The Provider reserves the right, subject to its reasonable discretion ("billiges Ermessen" in terms of § 315 BGB – German Civil Code), taking the interest of the foxdox user into account, to change wholly or in part or to permanently or temporarily discontinue foxdox, provided that no material contractual obligations of the Provider are impaired and this is not unreasonable for the foxdox user. In such cases, the procedure under No. 1.4 applies accordingly.

2.2 The Provider is not obliged to provide any quality beyond that in Ziff. 2.1 unless this has been explicitly warranted to the foxdox user in text form ("Textform" in terms of German law). There is no obligation to ensure interoperability of foxdox with the foxdox user’s hardware and software unless the Provider has explicitly indicated compatible hardware and software, especially in the service description under Ziff. 2.1.

2.3 Access to foxdox is obtained through the Internet. The foxdox user is responsible for maintaining the Internet access and the software that may be required for the foxdox user to access foxdox (such as browser, plug-ins, app-store).

2.4 foxdox is supplied to the foxdox user solely as a service for use in a browser or via an app within the operating systems authorised by the Provider for this purpose. There is no obligation to provide access to source codes or interface definitions.

2.5 The Provider only supplies the technical platform by which content can be posted by the foxdox user or third parties on behalf of foxdox users. The content posted in foxdox for a foxdox user constitutes third party content for the Provider in terms of No. 6.2. If in exceptional cases the Provider supplies its own content in foxdox this is explicitly marked as such.

2.6 The foxdox user can gain access to external Internet sites via links in foxdox, which are not operated by the Provider. Such links are either unambiguously marked (e.g. promotions and advertising) or are recognisable by a change in the address line of the browser. The Provider is not responsible for the content of these external Internet sites; No. 9 remains unaffected.

2.7 The Provider is entitled to offer foxdox directly or through third parties ("subcontractors"). The Provider will only commission subcontractors domiciled in Germany.

3 USE OF FOXDOX

3.1 foxdox can be retrieved at any time via websites and apps without registration. A one-time registration as foxdox user is necessary in order to use the services of foxdox. The user can log on in a so-called Teaser Account with access data provided for this purpose and then register for foxdox. Otherwise the teaser account expires thirty days after initial use of the access data. All data found in the teaser account is then permanently deleted.

3.2 Natural persons of full legal capacity can become foxdox users, other persons require the consent of their legal representatives. The foxdox user is allowed to register as a member of foxdox more than once using different member names. The Provider reserves the right to refuse registration of a foxdox user from time to time without stating grounds. Refusal does not constitute grounds for damage claims against the Provider, subject to the provisions of No. 9. foxdox users must have their habitual abode within the EU/ EEA.

3.3 The foxdox user is registered by means of an electronic registration form on the Internet site or in one of the foxdox apps, using a member name and password chosen by the foxdox user. The data entered can be corrected by overwriting the form any time prior to sending or the registration procedure can be interrupted by closing the browser window or app. The foxdox user only delivers a legally binding application to the Provider upon a click on the "register" button (for fee-based services "now order new tariff fee-based"). This will be either confirmed or refused by the Provider without undue delay ("unverzüglich"). A contract with the foxdox user is only consummated once the Provider has issued a confirmation.

3.4 To avoid wrongful registrations, the confirmation of registration is sent by email without undue delay ("unverzüglich") to the e-mail address given in the form. The membership is confirmed using the activation link contained therein. Membership in foxdox only commences once this has been activated. The foxdox user can insert additional information to his member profile and amend or delete information already entered at any time.

3.5 The foxdox user data on file in foxdox is to be entered completely and accurately. This also applies to data that is not mandatory for the foxdox user, but filed voluntarily to complement his member profile. If such foxdox user data changes, he is obliged to update the data without undue delay ("unverzüglich"). The member name chosen by the foxdox user may not infringe any third party rights, especially name use rights or labelling rights.

3.6 Subject to the provisions of No. 9, the Provider is not liable for the accuracy and completeness of information in the member profile. Every foxdox user is obliged himself, if applicable to check the information supplied by other foxdox users in their member profiles.

3.7 The foxdox user is obliged to maintain the secrecy of his password and to protect it from unauthorised use by third parties. The foxdox user is obliged to change the password at regular intervals. If the foxdox user learns of the wrongful use of his access data, or there is a possibility or threat of such wrongful use, the foxdox user will inform the Provider of this without undue delay ("unverzüglich"). The foxdox user is liable for wrongful use of his member profile. This does not apply if the wrongful use is not the foxdox user’s fault resp. cannot be imputed to him.

4 PRICES, PAYMENT CONDITIONS, DEFAULT

4.1 Membership in foxdox is free of charge.

4.2 Individual foxdox services may be subject to charge now or in the future. The foxdox user will be informed of this no later than the initial use of a fee-based service. Prior to the initial use of a fee-based service the foxdox user must confirm that he has been informed that the service is fee-based and of the amount of the costs and must consent to the fee-based use of the service. The registration procedure described in Nos. 3.3 and 3.4 applies accordingly for the use of fee-based services.

4.3 The Provider reserves the right to offer services initially offered for free on a fee base in future. In such cases this No. 4 applies accordingly.

4.4 The amount of the costs for fee-based services at foxdox can be found in the tariff schedule, retrievable at any time in its respective current version under https://mein.foxdox.de/legal/tarif. For fee-based services the tariff applies which is valid on the day of the order, including statutory VAT. Any later tariff changes only take effect if the foxdox user gives his consent to the new tariff prior to using a fee-based service in accordance with No. 4.2; the use of a fee-based service prior to the change will remain unaffected by the tariff change.

4.5 The invoices issued by the Provider are due and payable immediately without deduction. Payment is only deemed rendered once the Provider can dispose of the payment amount. The permissible methods of payment are listed in the service description under https://mein.foxdox.de/legal/servicedescription. The Provider will accept no other payment methods.

4.6 The foxdox user is deemed in default ("Verzug") if he fails to render payment within thirty days after the due date and receipt of an invoice or comparable payment statement and the foxdox user has been notified thereof in the invoice or comparable payment statement. In the case of default ("Verzug"), the Provider is entitled to charge default interest at the rate specified by law. The Provider claims costs in the amount of EUR 5 for every reminder. The foxdox user is entitled to show that the Provider’s costs are substantially lower or that the provider incurred no costs. The right to assert further claims remains unaffected.

4.7 The foxdox user is only entitled to set-off if the counterclaims have been established by a final non-appealable court decision (res judicata) or have been acknowledged by the Provider or are undisputed. This does not apply to the foxdox user’s claims for defects against the Provider arising from the membership. The foxdox user is only entitled to exercise a retention right if his counterclaim arises from the same contractual relationship.

5 CONSUMERS’ REVOCATION RIGHT

If the foxdox-User is a consumer (§ 13 BGB – German Civil Code), the following instruction applies for the user’s revocation right for the use of fee-based services in foxdox according to No. 4.2:

REVOCATION RIGHT

You have the right to revoke the contract for use of fee-based services in foxdox within fourteen days without stating any grounds. The revocation period is fourteen days from the day the contract is concluded.

In order to exercise your revocation right, you must send us (d.velop business services GmbH,Schildarpstraße, 48712 Gescher, Deutschland/Germany, support@foxdox.de, phone: +49 (0) 2542 9307-0) an unequivocal declaration (e.g. a letter by mail, telefax or e-mail) in which you inform us of your decision to revoke the contract. You can use the specimen revocation form attached as an annex, use of which however is not required.

To assure your revocation right, it shall suffice that the notification of exercise of your revocation right is dispatched prior to expiration of the revocation period.

Consequences of revocation:

If you revoke this contract, we shall be obligated to reimburse to you all payments we have received from you, including delivery costs (with the exception of the additional costs incurred by your choice of delivery method other than the one we offered, i.e. the most advantageous standard delivery), without undue delay ("unverzüglich") and at the latest within fourteen days from the day we received your declaration regarding the revocation of this contract. For this reimbursement we shall use the same payment method you used for the original transaction, unless something else has been explicitly agreed with you; under no circumstances will you be charged any fees based on this refund.

If you demanded that the service begin during the revocation period then you have to pay an appropriate amount corresponding to the services already rendered as a proportion to the entirety of the services stipulated in the contract as of the time you informed us of exercise of the revocation right regarding this contract.

End of revocation instruction

Special notice:

The revocation right lapses if we have already rendered the service in full and only began to perform the service after you a) gave your explicit consent and b) at the same time confirmed your knowledge that upon our complete performance of the contract your revocation right is forfeited.

6 CONTENT AND OBLIGATIONS OF FOXDOX-USER

6.1 The FOXDOS user is only entitled to use foxdox for personal, non-commercial, non-business purposes. A commercial or business use is permitted only with the consent of the Provider.

6.2 The Provider is only a technical service provider. The content posted in foxdox by the foxdox user or by third parties on his behalf is only stored by the Provider and if applicable processed by way of automation using text recognition or other procedures desired by the foxdox user. The Provider has no knowledge of the content. The Provider does not select the content posted for the foxdox user or perform any other controls on content. Equally the provider does not supervise the foxdox user and other users of foxdox or give them instructions. Hence this constitutes third party content for the Provider. The Provider explicitly distances itself from the third party content posted for the foxdox user and does not appropriate this in any way by virtue of supplying the technical platform. Hence the Provider accepts no responsibility for the members third party content.

6.3 The foxdox user is solely responsible for compliance with the law regarding the content posted for the foxdox user. Should a foxdox user or another user of foxdox become aware of obvious infringements of third party rights by content posted for a foxdox user (especially, personality rights ("Persönlichkeitsrechte"), name use rights, trademark rights, copyrights), the Provider, after receiving appropriate notice will investigate the accusation and, to the extent required by law, block access to this content or delete it. An appropriate contact form is available under .

6.4 Every foxdox user must comply with applicable law and safeguard third party rights.

In particular, it is prohibited for foxdox users to,

  • Infringe third party intellectual property rights such as trademarks, copyrights and name use rights,
  • Post content deemed insulting, defamatory, pornographic, harmful to youth or otherwise criminally relevant,
  • Unduly annoy other foxdox users and/ or third parties, such as through transmission of unsolicited advertising (spam) or obscene or sexually suggestive communication,
  • Employ mechanisms, software and/ or scripts beyond the functionality and interfaces supplied by the Provider in foxdox, in particular when this causes the Provider’s services to be blocked, modified, copied and/ or overwritten and these services are required for the use of foxdox in accordance with the contract, as well as
  • Attempt to impair foxdox, the security systems used by the Provider or the content retrievable in foxdox by data modification (§ 303a StGB - German Criminal Code), computer sabotage (§ 303b StGB), forgery of evidentiary data (§ 269, 270 StGB), suppression of evidentiary data (§ 274 StGB), computer fraud (§ 263a StGB), spying out of data (§ 202a StGB), interception of data (§ 202b StGB) or any other crime, whereby the Provider will file charges with the responsible state prosecutor in the event of any such attempts.

The foxdox user is obliged to produce back-ups of content he posts in foxdox, especially documents, at intervals corresponding to the content’s significance ("Back-ups"). The Provider is only obliged to produce back-ups if this constitutes an element of the contract concluded with the foxdox user.

7 TRANSFER OF USE AND EXPLOITATION RIGHTS

7.1 By posting content in foxdox the foxdox user grants the Provider those use and exploitation rights in the content necessary such that it can render the foxdox services for the foxdox user.

7.2 If files containing text, pictures, graphics, audio data or video data are posted in foxdox by the foxdox user, the foxdox user is obliged to assure that he is entitled to all the required use and exploitation rights to such content. If it is intended that files containing pictures, graphics, audio data or video data be used and made accessible to other foxdox users or third parties through foxdox, and such data presents or otherwise contains persons other than the foxdox user himself, use of these is only permitted with the explicit consent of all other persons presented or otherwise contained therein.

8 SANCTIONS

8.1 The Provider may subject to his reasonable discretion ("billiges Ermessen" in terms of § 315 BGB – German Civil Code), taking the interests of foxdox users into account, impose one or more sanctions against the foxdox user if this user has committed a violation of these TCS or good cause in terms of No. 10.5 of these TCS is given. The severity of the sanctions is to reflect the seriousness of the foxdox user’s violation. The sanctions continue in force so long until the foxdox user has ceased the penalised conduct and there is no further risk of repetition.

8.2 Sanctions that may be applied include: (i) deactivation or blockage of individual services or content for the affected foxdox user (ii) deletion of the content posted in foxdox for the foxdox user, as well as (iii) the complete blocking of access to foxdox including the member profile. The Provider’s rights to extraordinary cancellation for good cause according to No. 10.5 and to the assertion of further claims also remain unaffected.

9 LIABILITY AND AVAILABILITY

9.1 To the extent not otherwise stipulated in these TCS, the Provider is liable in accordance with the law. This also applies to the Provider’s legal representatives and vicarious agents or other persons employed by him in the fulfilment of his obligations ("Erfüllungsgehilfen").

9.2 The Provider is liable for damages, regardless of the legal ground, in cases of intent and gross negligence. In the case of free services, the Provider accepts no liability for simple negligence ("einfache Fahrlässigkeit"). In all other cases, the Provider only accepts liability for simple negligence for a) damage claims arising from injury to life, limb or health, as well as b) for damage claims arising from breach of a material contractual obligation. The liability for breach of a material contractual obligation is limited to compensation for predictable, typically occurring damage, whereby liability for indirect damage, especially lost profits is excluded. This does not apply if the Provider fraudulently concealed a defect or in the exceptional case assumed a guarantee of quality, as well as for claims under the Produkthaftungsgesetz (German Product Liability Act).

9.3 If the foxdox user asserts a claim for defect and after investigation of the defect notice no defect is found or the defect claimed is not the Provider’s fault resp. cannot be imputed to him, then the reasonable expense incurred by the Provider for the investigation of the defect notice is to be reimbursed by the foxdox user. This does not apply if the unjustified notice of defect was not the foxdox user’s fault resp. cannot be imputed to him, in particular, the foxdox user could not recognise that the defect reported does not exist or that it is not the Provider’s fault resp. cannot be imputed to him.

9.4 The availability of foxdox can from time to time be wholly or partially impaired due to technical difficulties that are not the Provider’s fault resp. cannot be imputed to him or for reasons of force majeure (outage (power supply and/or Internet), fire, explosion, earthquake, storm, flooding, industrial action not imputable to the Provider), or due to maintenance work that serves to maintain and improve the operability and functionality of foxdox. The Provider only accepts liability for the consequences of impaired availability in the context of the availability warranted to the foxdox user in the service description and only in accordance with this No. 9.

9.5 The foxdox user is solely liable for violations of obligations by the foxdox user. The foxdox user indemnifies the Provider from all claims for payment asserted against the Provider by other foxdox users or third parties on account of a rights infringement by virtue of content posted for the foxdox user in foxdox and/or on account of the use of foxdox by the foxdox user. The foxdox user assumes upon first request all reasonable costs incurred by the Provider that result from such a rights infringement. In particular this includes the necessary costs of legal defence. This does not apply if the rights infringement was not the fault of the foxdox user resp. is not imputable to him. Further claims by the Provider against the foxdox user remain unaffected.

9.6 If a member’s content is lost, the Provider only accepts liability in accordance with this No. 9 to the extent the foxdox user has satisfied his obligation to make back-ups according to No. 6.5.

10 CANCELLATION AND TERMINATION OF MEMBERSHIP

10.1 The term of foxdox membership is indefinite.

10.2 The foxdox user can cancel foxdox membership at any time subject to a cancellation period of one calendar day. The Provider can cancel the foxdox user’s membership in foxdox at any time subject to a cancellation period of two calendar weeks. The termination in each case requires a declaration in text form ("Textform" in terms of § 126b BGB – German Civil Code).

10.3 Notwithstanding Nos. 10.1 and 10.2 the respective contractual term stated in the tariff schedule under https://mein.foxdox.de/legal/tarif applies for the use of fee-based services. Depending on the applicable tariff, the amount of the costs and the payment method, the foxdox user is offered the choice from a variety of contract terms. If the fee-based service use has not been cancelled in text form ("Textform" in terms of § 126b BGB – German Civil Code), either by the foxdox user or by the Provider, no later than one month prior to expiration of the minimum contract term, the respective term is extended again for the corresponding period in the tariff schedule. The foxdox user’s free membership remains unaffected by the cancellation of a fee-based service.

10.4 Upon termination of the membership, the foxdox user’s member profile and his access to foxdox are blocked. The member profile and the content posted by the foxdox user will be deleted completely at the end of the calendar month following the cancellation if the foxdox user has not reactivated his member profile prior to that. Reactivation is governed accordingly by No. 3.3. Content which the foxdox user intends to use further is to be downloaded and saved prior to termination of membership.

10.5 The right to extraordinary cancellation for good cause (§ 314 BGB – German Civil Code) remains unaffected. Good cause is deemed given for the Provider especially if (i) the foxdox user has seriously violated these TCS or despite the Provider’s warning commits continued and culpable violations of these TCS or (ii) the foxdox user is in default of payment ("Verzug") for the costs of using fee-based services, despite a reminder by the Provider and an extension of the payment deadline by at least two calendar weeks.

10.6 The revocation right under No. 5 remains unaffected by the cancellation rights.

11 CONFIDENTIALITY AND DATA PROTECTION (PRIVACY POLICY)

11.1 The content posted in foxdox for the foxdox user is solely for the access of the foxdox user. The Provider only obtains knowledge of the foxdox user’s content to the extent it is necessary in order to render the services and is technically unavoidable. The content posted in foxdox for the foxdox user is only accessible for other foxdox users and third parties if the foxdox user himself has released the content for this purpose.

11.2 The Provider collects, processes and uses personal data ("personenbezogene Daten") in foxdox. All information regarding the handling of personal data by the Provider can be found in the Data Protection Statement/ Privacy Policy retrievable at any time under https://mein.foxdox.de/legal/privacypolicy.

12 FINAL PROVISIONS

12.1 German law shall apply. If at the time membership is established under No. 3, the foxdox user had his habitual abode in another country within the EU/ EEA, the application of any mandatory legal provisions of that country remains unaffected.

12.2 The assignment of claims by the foxdox user in connection with the foxdox membership requires the consent of the Provider which may only be withheld for good cause.

12.3 The Provider is entitled to transfer the membership with the foxdox user to a third party ("contract transfer"). The Provider will inform the foxdox user of such a transfer in text form ("Textform" in terms of German law), at least one calendar month prior to the time of the contract transfer. If within one calendar month from receipt of this information the foxdox user declares the cancellation of his membership, including any fee-based services, in text form ("Textform" in terms of German law), the membership ends no later than the time of contract transfer. Otherwise the membership is conveyed to the third party with all rights and duties just as they existed between the foxdox user and the Provider at the time of the contract transfer.

12.4 No oral side agreements have been concluded. Changes and amendments to these TCS as well as all declarations by the parties pertaining to the membership must be in text form ("Textform" in terms of German law). This also applies to the revocation of the form requirement.

12.5 Should individual provisions of these TCS be or become invalid, in whole or in part, this will not affect the validity of the remaining provisions. In this case the law shall apply. That also applies for omissions in these TCS.


ANNEX

Specimen revocation form for consumers

(If you wish to revoke the contract for fee-based services in foxdox, please complete this form and return it to us.)

To:

d.velop business services GmbH
Schildarpstraße 6-8
48712 Gescher
Deutschland
support@foxdox.de

I revoke the contract concluded by me about the following service:

Order on:

Username in foxdox:

Name of the consumer:

Address of the consumer:

Signature of the consumer:
(only with message on paper)

Date:


foxdox – Allgemeine Nutzungsbedingungen (Terms and Conditions of Service)
Version 1.6
Stand: 27/2/2015
d.velop business services GmbH

foxdox - TERMS AND CONDITIONS OF SERVICE FOR BUSINESS USERS

d.velop business services GmbH, Schildarpstraße 6-8, 48712 Gescher, Germany ("Provider"), supplies a web-based document management system called "foxdox", that can only be used by registered members ("foxdox User") and business clients ("BusinessUser").

1. GENERAL PROVISIONS

1.1 These Terms and Conditions of Service for Business Users ("TCS-B") apply for all services offered by the Provider with foxdox to enterprises/ entrepreneurs (in terms of § 14 BGB - German Civil Code), public law entities or public law special funds ("öffentlich-rechtliche Sondervermögen"). They are part of the contract concluded between the Provider and the Business User provided that the Provider has specifically pointed to the applicability of these TCS-B in the contract. The TCS-B can at any time be provided to the Business User in text form ("Textform" in terms of the German Civil Code) without charge.

1.2The contract language is German. To the extent that translations of these TCS-B or other contract-related declarations and documents are rendered ("information versions"), only the German version is legally binding.

1.3 The service description under No. 2.1 as well as the tariff schedule under No. 4.1 can at any time be provided to the Business User in text form ("Textform" in terms of the German Civil Code) without charge.

1.4 The Provider explicitly reserves the right to make changes to these TCS-B and the service description under No. 2.1. Such changes are deemed valid if the Business User does not object to the change in text form ("Textform" in terms of the German Civil Code) within one month of receipt of a change notice and the Provider has advised the Business User in the change notice of the right of objection and the applicable objection period. If the Business User objects in text form ("Textform" in terms of the German Civil Code), then the earlier TCS-B continue in force. In this case, the Provider is entitled to cancel membership according to No. 10 within two weeks after receipt ("Zugang") of the objection. The right to change does not extend to such changes that pertain to an obligation of one of the parties the satisfaction of which is an indispensable condition for using foxdox and upon compliance with which the respective other party generally relies or may reasonably rely ("material contractual obligation").

1.5 These TCS-B apply exclusively. Conflicting, deviating or supplementary terms and conditions of business of the Business User do not become part of the contract, not even in the case that the Provider concluded the contract being aware of such conflicting, deviating or supplementary terms and conditions of business of the Business User. The Provider hereby explicitly rejects the application of any such terms and conditions of business of the Business User. The priority of individual agreements, if any, concluded between the parties over these TCS-B remains unaffected.

1.6 § 312i subs. 1 clause 1 No. 1 to No. 3, clause 2 BGB (German Civil Code) do not apply.

2 SERVICE DESCRIPTION

2.1 The Provider supplies foxdox in the form in which the service was provided upon conclusion of the contract with the Business User in accordance with the service description applicable at this time ("as is"). Apart from that the Business User has no claim to a certain design or configuration of foxdox. The Provider reserves the right, subject to its reasonable discretion ("billiges Ermessen" in terms of § 315 BGB - German Civil Code), taking the interests of the Business User into account, to change wholly or in part or to permanently or temporarily discontinue foxdox, provided that no material contractual obligations of the Provider are impaired and this is not unreasonable for the Business User. In such cases, the procedure under No. 1.4 applies accordingly.

2.2 The Provider is not obliged to provide any quality of foxdox beyond that in Ziff. 2.1 unless this has been explicitly warranted to the Business User in text form ("Textform" in terms of the German Civil Code). There is no obligation to ensure interoperability of foxdox with the Business User's hardware and software unless the Provider has explicitly indicated compatible hardware and software, especially in the service description under Ziff. 2.1.

2.3 Access to foxdox is obtained through the Internet or via an app within the operating systems authorised by the Provider for such purpose. The Provider is responsible for administering the access to foxdox for the Business User and the user accesses to foxdox installed for the Business User; the Provider reserves the right for the future to provide for such purpose a backend to be used by the Business User himself which will be available through the Internet or via an app within the operating systems authorised by the Provider for such purpose. The Business User is responsible for maintaining the Internet access and the software, if any, that may be required for the Business User to access foxdox and to enable access administration (such as browser, plug-ins, app-store).

2.4 foxdox is supplied to the Business User solely as a service for use in a browser or via an app within the operating systems authorised by the Provider for this purpose. There is no obligation to provide access to source codes or interface definitions unless this has been agreed by way of exception to be part of the service description under No. 2.1.

2.5 The Provider only supplies foxdox as the technical platform by which content can be posted by the Business User or third parties on behalf of the Business User. The content posted in foxdox for a Business User constitutes third party content for the Provider in terms of No. 6.2. If in exceptional cases the Provider supplies its own content in foxdox this is explicitly marked as such.

2.6 The Business User can gain access to external Internet sites via links in foxdox, which are not operated by the Provider. Such links are either unambiguously marked (e.g. promotions and advertising) or are recognisable by a change in the address line of the browser. The Provider is not responsible for the content of these external Internet sites; No. 9 remains unaffected.

2.7 The Provider is entitled to offer foxdox directly or through third parties ("subcontractors"). The Provider will only commission subcontractors domiciled in Germany.

3 USE OF foxdox

3.1 foxdox can be retrieved at any time via websites and apps without registration. In order to use the services of foxdox, besides the contract with the Provider, it is necessary to have the user accesses desired by the Business User installed by the Provider or via the backend, if available. If so-called teaser accounts were made available to the Business User before, these can be allocated to the Business User within thirty days after initial use of the corresponding access data. Otherwise the teaser accounts are then permanently deleted together with all contents and data stored therein.

3.2 The data stored in foxdox by the Business User himself or by third parties on his behalf is to be entered completely and accurately. This also applies to data that is not mandatory for the Business User, but filed voluntarily to complement his member profile. If such foxdox user data changes, the foxdox user is obliged to update the data of his member profile without undue delay (unverzüglich"). The member name chosen by the foxdox user may not infringe any third party rights, especially name use rights or labelling rights.

3.3 Subject to the provisions of No. 9, the Provider is not liable for the accuracy and completeness of information in the member profile. Every foxdox user is obliged himself, if applicable to check the information supplied by other foxdox users in their member profiles.

3.4 The foxdox user is obliged to maintain the secrecy of his password and to protect it from unauthorised use by third parties. The foxdox user is obliged to change the password at regular intervals. If the Business User learns of the wrongful use of access data, or there is a possibility or threat of such wrongful use, the Business User will inform the Provider of this without undue delay ("unverzüglich"). The Business User is liable for wrongful use of his user accesses. This does not apply if the wrongful use is not the Business User's fault resp. cannot be imputed to him.

3.5 The Business User is obliged to commit third parties authorised by him to use foxdox via the user accesses installed for the Business User to comply with the terms of the contract, these TCS-B, the service description and further documents, if any, agreed by the parties to be valid and applicable under the contract and to supervise compliance with this commitment. If the Provider makes available supplementary terms and conditions of use for the user accesses installed for the Business User which are valid and usual for cloud services of the said kind, the Provider is obliged to commit the aforesaid third parties to comply with such supplementary terms and conditions, and to supervise actual compliance with them, too.

3.6 The Provider is entitled to provide an option for foxdox users enabling the combination of several user accesses of a foxdox user (e.g. a private access and a user access of the Business User) in one single view. When doing so, the Provider is obliged to ensure that the different user accesses are not mixed one with the other. All contents and data always remain logically separated one from the other.

4 PRICES, PAYMENT CONDITIONS, DEFAULT

4.1 The prices for the use of foxdox by a Business User are stated in the tariff schedule which is part of the contract concluded between the Provider and the Business User.

4.2 Those tariffs apply which are valid on the day of the order, exclusive of statutory VAT which has to be paid on top. The Provider is entitled to increase the prices by up to three percentage points per year, for the first time however no earlier than after expiry of the first full calendar year after contract conclusion.

4.3 The invoices issued by the Provider are due and payable immediately without deduction. Payment is only deemed rendered once the Provider can dispose of the payment amount. The permissible methods of payment are listed in the service description. The Provider will accept no other payment methods.

4.4 The Business User is deemed in default ("Verzug") if he fails to render payment within thirty days after the due date and receipt ("Zugang") of an invoice or comparable payment statement. In the case of default ("Verzug"), the Provider is entitled to charge default interest at the rate specified by law. The right to assert further claims remains unaffected.

4.5 The Business User is only entitled to set-off if the counterclaims have been established by a final non-appealable court decision (res judicata) or have been acknowledged by the Provider or are undisputed. This does not apply to the Business User's claims for defects against the Provider arising from the membership. The Business User is only entitled to exercise a retention right if his counterclaim arises from the same contractual relationship.

5 CONTENT AND OBLIGATIONS OF foxdox USERS

5.1 The Business User is entitled to use foxdox for his own purposes only, including commercial and business purposes.

5.2 The Provider is only a technical service provider. The content posted in foxdox by the Business User or by third parties on his behalf is only stored by the Provider and if applicable processed by way of automation using text recognition or other procedures desired by the Business User. The Provider has no knowledge of the content. The Provider does not select the content posted for the Business User or perform any other controls on content. Equally the Provider does not supervise the Business User and other users of foxdox or give them instructions. Hence this constitutes third party content for the Provider. The Provider explicitly distances itself from the third party content posted for the Business User or by third parties on his behalf and does not appropriate this in any way by virtue of supplying the technical platform. Hence the Provider accepts no responsibility for third party content.

5.3 The Business User is solely responsible for compliance with the law regarding the content posted for the Business User. The Business User is liable for the user accesses installed for the Business User and the use of such accesses by third parties in the same way as if the Business User acted himself. Should a Business User or another user of foxdox become aware of obvious infringements of third party rights by content posted for a Business User (especially, personality rights ("Persönlichkeitsrechte"), name use rights, trademark rights, copyrights), the Provider, after receiving appropriate notice will investigate the accusation and, to the extent required by law, block access to this content or delete it. An appropriate contact form is available under https://mein.foxdox.de/contact.

5.4 Every Business User must comply with applicable law and safeguard third party rights. This applies accordingly for third parties using the user accesses to foxdox installed for the Business User.

In particular, it is prohibited for Business Users to,

  • Infringe third party intellectual property rights such as trademarks, copyrights and name use rights,
  • Post content deemed insulting, defamatory, pornographic, harmful to youth or otherwise criminally relevant,
  • Unduly annoy other foxdox users and/ or third parties, such as through transmission of unsolicited advertising (spam) or obscene or sexually suggestive communication,
  • Employ mechanisms, software and/ or scripts beyond the functionality and interfaces supplied by the Provider in foxdox, in particular when this causes the Provider's services to be blocked, modified, copied and/ or overwritten and these services are required for the use of foxdox in accordance with the contract, as well as
  • Attempt to impair foxdox, the security systems used by the Provider or the content retrievable in foxdox by data modification (§ 303a StGB - German Criminal Code), computer sabotage (§ 303b StGB), forgery of evidentiary data (§269, 270 StGB), suppression of evidentiary data (§ 274 StGB), computer fraud (§ 263a StGB), spying out of data (§ 202a StGB), interception of data (§ 202b StGB) or any other crime, whereby the Provider will file charges with the responsible state prosecutor in the event of any such attempts.

5.5 The Business User is obliged to produce back-ups of content posted in foxdox by him or by third parties via his user accesses, at intervals corresponding to the content's significance, at least once a day ("Back-ups"). The Provider is only obliged to produce back-ups if this constitutes an element of the contract concluded with the Business User.

6 TRANSFER OF USE AND EXPLOITATION RIGHTS

6.1 By posting content in foxdox the Business User grants the Provider those use and exploitation rights in the content necessary such that it can render the foxdox services for the Business User. If third parties use the user accesses to foxdox installed for the Business User, the latter is obliged to procure the aforesaid rights from such third parties beforehand.

6.2 If files containing text, pictures, graphics, audio data or video data are posted in foxdox by the Business User or via his user accesses, the Business User is obliged to assure that he is entitled to all the required use and exploitation rights to such content. If it is intended that files containing pictures, graphics, audio data or video data be used and made accessible to other foxdox users or third parties through foxdox, and such data presents or otherwise contains other persons, use of these is only permitted with the explicit consent of all other persons presented or otherwise contained therein.

7 SANCTIONS

7.1 The Provider may subject to his reasonable discretion ("billiges Ermessen" in terms of § 315 BGB - German Civil Code), taking the interests of the Business User into account, impose one or more sanctions against the Business User if this user has committed a violation of these TCS-B or good cause in terms of No. 9.5 of these TCS-B is given. The severity of the sanctions is to reflect the seriousness of the Business User's violation. The sanctions continue in force so long until the Business User has ceased the penalised conduct and there is no further risk of repetition.

7.2 Sanctions that may be applied include: (i) deactivation or blockage of individual services or content for the affected Business User (ii) deletion of the content posted in foxdox for the Business User, as well as (iii) the complete blocking of access to foxdox for all or individual user accesses. The Provider's rights to extraordinary cancellation for good cause according to No. 9.5 and to the assertion of further claims remain unaffected.

8 LIABILITY AND AVAILABILITY

8.1 To the extent not otherwise stipulated in these TCS-B, the Provider is liable in accordance with the law. This also applies to the Provider's legal representatives and vicarious agents or other persons employed by him in the fulfilment of his obligations ("Erfüllungsgehilfen").

8.2 The Provider is liable for damages, regardless of the legal ground, in cases of intent and gross negligence. In the case of free services, the Provider accepts no liability for simple negligence ("einfache Fahrlässigkeit"). In all other cases, the Provider only accepts liability for simple negligence for a) damage claims arising from injury to life, limb or health, as well as b) for damage claims arising from breach of a material contractual obligation. The liability for breach of a material contractual obligation is limited to compensation for predictable, typically occurring damage, whereby liability for indirect damage, especially lost profits is excluded. This does not apply if the Provider fraudulently concealed a defect or in exceptional cases assumed a guarantee of quality, as well as for claims under the Produkthaftungsgesetz (German Product Liability Act).

8.3 If the Business User asserts a claim for defect and after investigation of the defect notice no defect is found or the defect claimed is not the Provider's fault resp. cannot be imputed to him, then the reasonable expense incurred by the Provider for the investigation of the defect notice is to be reimbursed by the Business User. This does not apply if the unjustified notice of defect was not the Business User's fault resp. cannot be imputed to him.

8.4 The availability of foxdox can from time to time be wholly or partially impaired due to technical difficulties that are not the Provider's fault resp. cannot be imputed to him or for reasons of force majeure (outage (power supply and/or Internet), fire, explosion, earthquake, storm, flooding, industrial action not imputable to the Provider), or due to maintenance work that serves to maintain and improve the operability and functionality of foxdox. The Provider only accepts liability for the consequences of impaired availability in the context of the availability warranted to the Business User in the service description and only in accordance with this No. 8.

8.5 The Business User is solely liable for violations of obligations by the Business User or by persons using his user accesses. The Business User indemnifies the Provider from all claims for payment asserted against the Provider by other foxdox users or third parties on account of a rights infringement by virtue of content posted in foxdox for the Business User and/or on account of the use of foxdox by the Business User or by third parties via his user accesses. The Business User assumes upon first request all reasonable costs incurred by the Provider that result from such a rights infringement. In particular this includes the usual costs of legal defence at the Provider's domicile. This does not apply if the rights infringement was not the fault of the Business User resp. is not imputable to him. Further claims by the Provider against the Business User remain unaffected.

8.6 If content of the Business User is lost, the Provider only accepts liability in accordance with this No. 8 to the extent the Business User has satisfied his obligation to make back-ups according to No. 5.5.

9 CANCELLATION AND TERMINATION OF CONTRACT

9.1 The contract is concluded for an indefinite period.

9.2 The parties can cancel the contract subject to a cancellation period of one calendar month, for the first time however no earlier than after expiry of one year. The termination in each case requires a declaration in written form ("Schriftform" in terms of § 126 subs. 1 BGB - German Civil Code).

9.3 Upon termination of the contract, all user accesses of the Business User and his access to foxdox will be blocked. The user accesses and the content posted in foxdox will be deleted completely at the end of the calendar month following the cancellation if the Business User has not concluded a new contract with the Provider prior to that which contract comprises the former user accesses and content. Content which the Business User intends to use further is to be downloaded and saved prior to the cancellation of the contract taking effect.

9.4 The right to extraordinary cancellation for good cause (§ 314 BGB - German Civil Code) remains unaffected. Good cause is deemed given for the Provider especially if (i) the Business User or third parties using his user accesses have seriously violated these TCS-B or despite the Provider's warning commits continued and culpable violations of these TCS-B or (ii) the Business User is in default of payment ("Verzug") for the costs of the services, despite a reminder by the Provider and an extension of the payment deadline by at least two calendar weeks.

10 CONFIDENTIALITY, DATA PROTECTION (PRIVACY POLICY) AND REFERENCES

10.1 The content posted in foxdox for the Business User is solely accessible for the Business User and those third parties that were appropriately authorised by the Business User. The Provider only obtains knowledge of the said content to the extent it is necessary in order to render the services and is technically unavoidable. The content posted in foxdox for the Business User is only accessible for other foxdox users and third parties if the Business User himself has released the content for this purpose.

10.2 The Provider collects, processes and uses personal data ("personenbezogene Daten") in foxdox. All information regarding the handling of personal data by the Provider can be found in the Data Protection Statement/ Privacy Policy retrievable at any time under https://mein.foxdox.de/legal/privacypolicy. Upon request by the Business User the parties will enter into a supplementary agreement to the contract regarding commissioned data processing in conformity with the applicable statutory requirements.

10.3 The Provider is entitled, subject to consideration of the Business User's interests, to designate the Business User as one of the Provider's business clients in foxdox as a reference for individual third parties (e.g. in the context of presentations before other potential business users). Designation of the Business User in Provider's advertising measures addressed to the general public (e.g. website, brochures) requires prior consent by the Business User in text form ("Textform" in terms of § 126b BGB - German Civil Code).

11 FINAL PROVISIONS

11.1 German law shall apply with the exception of the conflict of laws rules; Art. 3 subs. 3 and subs. 4 of the Rome I Regulation remain unaffected.

11.2 The assignment of claims by the Business User in connection with the use of foxdox requires the consent of the Provider which may only be withheld for good cause.

11.3 The Provider is entitled to transfer the contract with the Business User to a third party ("contract transfer"). The Provider will inform the Business User of such a contract transfer in text form ("Textform" in terms of the German Civil Code), at least one calendar month prior to the time of the contract transfer. Cancellation by the Business User is only permissible for good cause within one calendar month from receipt ("Zugang") of the aforesaid information, with the cancellation then taking effect as of the time of the contract transfer. In default of such a cancellation, the contract is transferred to the third party in the form it existed at the time of the contract transfer.

11.4 No oral side agreements have been concluded. Changes and amendments to the contract including these TCS-B as well as all declarations by the parties pertaining to the contract must be in written form ("Schriftform" in terms of the German Civil Code). This also applies to the revocation of this form requirement. § 127 subs. 2 BGB (German Civil Code) does not apply.

11.5 Should individual provisions of these TCS-B be or become invalid, in whole or in part, this will not affect the validity of the remaining provisions. In this case the law shall apply. That also applies for omissions in these TCS-B. The parties undertake in this case to replace the invalid or incomplete provision by a valid provision without undue delay ("unverzüglich") which corresponds most closely to the economic purpose intended by the parties upon contract conclusion



foxdox - Terms and Conditions of Service for Business Users
Version 1.0.1
As of: 1 August 2015
d.velop business services GmbH