Terms and Conditions for the use of XPR
These terms and conditions govern the contractual relationship between our customers and us, Xpertify UG (limited liability) as operator of the online platform “Xpertify”.

Validity of the terms and conditions


The subject matter of the contract is the use of the online-based reference management and reference marketing platform “XPR – Xpertify Project Reference” (hereinafter also referred to as “service”) and the websites, functions and services offered in the context of this service, regardless of the domains used.

By using XPR, the customer agrees to these terms and conditions. Deviating conditions of the customers are not recognized, unless Xpertify expressly agrees to their validity in writing.

Conclusion of the contract and content of the contract
The contractual relationship between the customer and Xpertify comes about with the completion of the registration process. The registration process is completed upon confirmation of registration by calling the confirmation link sent by e-mail.


The offer of Xpertify is aimed at business customers – especially service companies. Xpertify may refuse to conclude a contract with the customer if there are objective reasons.


Xpertify may terminate the agreement within one week if the client turns out to be not creditworthy after being reviewed by recognized credit check providers.


As part of the conclusion of the contract, the customer will opt for a rate offered by Xpertify. The respective scope of services of Xpertify as well as the amount of the remuneration to be paid by the customer result from the respective tariff description. For fee-based tariffs, the customer also decides for each booked tariff for a payment interval, which is also the contract period for the respective tariff.
 

Offers from third parties


If Xpertify offers or advertises services or other services of third-party providers or cooperation partners, Xpertify will not become the customer’s contractual partner with regard to this offer.
In such cases, the contracts are concluded solely between the respective third party vendors without Xpertify acting as agent, vicarious agent or service provider of the third party vendors.
Then only the terms of contract of this third party apply. The offers of third parties are marked as such or are recognizable as such.

Remuneration and invoice

  1. The fee for a user fee is due in the course of the activation of the first customer reference. The remuneration is net, plus VAT. Submitted and already completed customer references will only be released upon the booking of the invoice amount and the confirmation of payment by us for final use.
  2. Xpertify reserves the right to change the amount of compensation at any time. The change will only be made at the beginning of the following contract period for current contracts.
  3. The customer can pay the fee using the payment options offered by Xpertify. The standard procedure is to pay the invoice amount by providing a valid credit card.
  4. The invoices are made available to the customer electronically as a PDF by e-mail.
  5. Discounts granted by Xpertify may be offset against the tariff price as part of their validity.
  6. If an invoice can not be collected or is not paid on time by the customer, the customer will bear all ensuing costs. These include, in particular, dunning fees, bank charges in connection with the return of direct debits and comparable fees to the extent that the customer is responsible for the event causing the costs. Xpertify can provide customers with payment reminders electronically.
  7. If the customer defaults on payments, Xpertify has the right to refuse the fulfillment of due services to the customer and to block access to the customer account or to deactivate active references on the platform until the delay has been rectified. In such cases, Xpertify will announce the blocking to the customer with a period of time of 10 working days which is regularly clear to remedy the delay. The other legal and contractual rights of Xpertify due to late payment by the customer remain unaffected. In the event of late payment Xpertify may charge default interest amounting to eight percentage points above the base rate. The assertion of a higher damage caused by default remains reserved.
  8. Offsetting is only possible with claims already recognized or judicially recognized by the other contracting party, unless these are main claims and claims for defects. A right of retention can only be asserted for claims under the respective contract.

Obligations of customers

  1. Customers ensure that all data submitted about themselves and their business is true and that all data and content submitted is legally permitted and free of third party rights. The use of pseudonyms is not allowed. Customers may not impersonate other persons or companies or otherwise deceive their identity.
  2. As part of the registration, a user account is created for the customers, within which the customers can manage their settings and access the services of Xpertify.
  3. In case of an incomplete registration Xpertify is entitled to delete the customer account.
  4. The address and contact details of the customers must always be kept up to date. Disadvantages that arise for customers due to incorrect information are at their own expense. Disadvantages that arise due to incorrect information for Xpertify are at the expense of the customer, if the incorrect information is within their area of ​​responsibility.
  5. It is the responsibility of the customer to exercise the utmost care in the use of their access data and to take any measures which ensure the confidential and secure handling of the data and prevent their disclosure to third parties. Customers are responsible for the misuse of access data if they can not demonstrate and demonstrate that it was not based on their fault. Customers are obliged to inform Xpertify immediately if there is reason to suspect that a third party has knowledge of access data and / or misuses a customer account.
  6. Insofar as Xpertify is claimed for inadmissible content or other violations of the law for which the customer is responsible, the customer releases Xpertify on first request and supports Xpertify in defending the claims. The exemption covers the required legal costs.

User Terms

  1. Xpertify points out that customers may use the service only for their individual contractual purposes. A gratuitous or gratuitous transfer to third parties is only permitted with the written consent of Xpertify or as part of the use of an agency solution.
  2. Customers may only use the Xpertify service via the provided input screens and interfaces.
  3. Prohibited are actions that interfere with the functionality of Xpertify’s services, software and infrastructure (e.g., scripts, robots, crawlers). In particular, excessive use is prohibited beyond the normal usage intensity and frequency expected during normal use of services and interfaces / APIs (e.g., software that permanently generates unnecessary access through our interfaces due to technical errors).
  4. We reserve the right to restrict the use of Xpertify, remove content or terminate claims against users, if they violate these terms and conditions or statutory provisions and the appropriate measure is objectively justified.

Tariff changes and termination

  1. The contract period between Xpertify and the customer 12 months (in words: twelve). The contract ends automatically at the end of the contract period of 12 months, unless previously extended by the customer.
  2. A termination of the contract is possible at any time at the expiration of the selected payment interval with a period of seven days to the end of the contract. The cancellation is made by a corresponding function in the online user account of the customer of Xpertify. The complete deletion of the customer account, including all content created by the customer (for example, references created), will only be effected by an additional, corresponding function in the Xpertify customer’s online user account.
  3. The customer can switch to a higher tariff at any time and use its services immediately (eg activating further references beyond the current tariff, referred to as “upgrade”). If the customer from the previously existing contractual relationship is entitled to an unused service, this will be credited to the customer, or billed at the time of invoicing to book the new tariff. The upgrade will be performed through a corresponding feature in the online user account or in other suitable online views of the customer of Xpertify.
  4. Termination before the expiration of a payment interval does not entitle to repayment of the prepaid remuneration.
  5. The premature termination of the contract for good cause is reserved to both parties. Extraordinary termination is particularly permissible if the customer lapses over a period of two months with his payment obligations. If necessary, the extraordinary dismissal must be preceded by a warning of the offending behavior.
  6. It is up to the customers to save their data on termination before the end of the contract.

Performance changes and warranty

  1. The scope of the services offered by Xpertify, the user accounts and their technical design result from the current technical state of the service and the service description at the time of the conclusion of the contract.
  2. Xpertify retains the right to extend, modify or restrict features to the extent necessary for technical progress, to prevent misuse, or to make Xpertify legally bound to do so. If the contractual use of the service by the customer is not only insignificantly impaired by the change in the scope of functions, the latter has the right to adjust the fee or to terminate the service.
  3. Defects are to be reported and reprimanded immediately by the customer within 7 days via the feedback function offered within the service or by e-mail to kontakt (at) xpertify.de.
  4. Xpertify helps to remedy defects by repair. Only if this fails or is impossible, the customer can ask for reduction or enforce a right of withdrawal after setting and expiry of a period of improvement of at least two weeks. All warranty claims of the customer expire in one year. The decisive point in time for the notification, complaint and limitation of liability is the time from which the customer was aware of the defect or should have become aware of it without gross negligence.

Availability

  1. Customers acknowledge that 100% availability of the service is not technically feasible. However, Xpertify endeavors to maintain the service as constant as possible and assures 90% availability in the normal core business hours, Monday through Friday, between 09.00h and 18.00h, as per the following limitations in this section.
  2. Xpertify can not guarantee the availability of the service in times when these are due to technical or other problems beyond the control of Xpertify (force majeure, third-party fault, necessary maintenance, disruption of the IT infrastructure or Internet access of the customer, etc.). not reachable. If the security of the network operation or the maintenance of network integrity is jeopardized by reasons beyond the control of Xpertify, Xpertify may temporarily restrict access to the service as required.
  3. Foreseeable failures due to maintenance work must be notified in good time to the customer in good time in advance. Claims can not be derived in this respect.

Interfacing

  1. Xpertify will offer software interfaces (also referred to as “Interfaces” or “APIs”) for its service at a later stage, allowing customers to access their data and the features offered by Xpertify with third-party software. Xpertify can only ensure the functionality of the API in accordance with the availability regulations of these GTC to the extent that its functionality is within the control of Xpertify. In particular, no warranty can be given for lack of compatibility of the API or accessibility, provided that the deficiencies are in the software of the third-party.
  2. The same limitation applies if customers link third-party software through their interfaces to the Xpertify service.

Liability

  1. Xpertify is liable for damages for intent and gross negligence.
  2. In case of ordinary negligence, Xpertify shall only be liable for damages resulting from injury to life, limb or health as well as for damages resulting from a breach of an essential contractual obligation (obligation whose fulfillment enables the proper execution of the contract in the first place and whose compliance the contracting party regularly trusts and In this case, Xpertify’s liability is limited to compensation of foreseeable, typically occurring damage.
  3. These limitations of liability do not apply if Xpertify has fraudulently concealed a defect or has assured his absence. The limitations of liability also do not apply to claims under the Product Liability Act.

Change of the terms and conditions

  1. Xpertify reserves the right to change the terms and conditions at any time with effect for the future. Changes to essential rules that affect the contractual balance of customers with Xpertify will only be made in the presence of valid and objective reasons, in particular of legal, technical and business nature.
  2. Xpertify notifies the customer of the changed terms and conditions, at least in text form, so that customers have at least two weeks to object to the change. In the event of an objection, Xpertify can determine whether the existing terms and conditions in the contractual relationship with the customer remain valid or whether the customers are entitled to terminate the contract. If the customers do not object to the changed conditions within the opposition period, they shall be considered as accepted.

Confidentiality and privacy

  1. The protection of customer data has top priority for Xpertify and information as well as the disclosure of customer data to third parties is, as far as legally possible, prevented. This is especially true for non-mandatory government requests.
  2. The contracting parties undertake to treat as confidential all confidential information that becomes known to them during the execution of this contract and to use it only for contractually agreed purposes in accordance with the data protection regulations. The Parties will commit their employees, freelancers and other companies involved by them (self-employed and affiliated) accordingly.
  3. Confidential information within the meaning of this provision is information, documents, information and data which are designated as such or are to be regarded as confidential in nature.
  4. The customer can conclude a contract data processing agreement within the meaning of the Federal Data Protection Act within the scope of the contract with Xpertify.
  5. The rights and obligations under this secrecy section shall not be affected by any termination of this Agreement.
  6. For payment processing, customer data and payment information is transmitted directly to the external payment processing service provider (PayPal Holdings Inc.). The payment information of the customer is deposited directly on the servers of the external service provider and can only be viewed by Xpertify in anonymous form.
  7. Other privacy policies and notices are contained in Xpertify’s Privacy Policy.

Form of explanations

  1. The basic form for all declarations within the framework of the contract underlying these terms and conditions is – subject to expressly deviating regulations – at least the written form (for example, an e-mail with a recognizable sender). Verbal or conclusive statements are not effective. Explanations that fulfill higher formal requirements, for example the written form, can be used instead of the text form.
  2. The changes to these terms and conditions may only be made in writing.

Final provisions

  1. German law applies to this contract.
  2. The exclusive place of jurisdiction for both contracting parties is Norderstedt.
  3. Should individual provisions of this contract be or become invalid in whole or in part, or should there be a gap in the contract, this shall not affect the validity of the remaining provisions. In place of the ineffective provision or to fill the gap, an appropriate provision shall be made which, as far as is legally possible, comes closest to what the Contracting Parties intended or would have intended according to the spirit and purpose of this contract if they had considered the point.

Norderstedt, 16.08.2017