General Terms and Conditions of Business of Regiondo for Providers and Distribution Partners (e.g. DMO)
- GTC scope of application
Sec. 1.1 Regiondo GmbH, Mühldorfstraße 8, 81671 Munich (“Regiondo“) offers for providers of services in the area of recreational activity (hereinafter “Providers“; jointly with Regiondo the “Parties” and individually a “Party“) Software as a Service and provides an App (jointly the “Services“) on the basis of these General Terms and Conditions of Business (“GTC“), which are a component of the Use Agreement with the Provider in their agreed, applicable version.
Sec. 1.2 Regiondo also provides these services to Distribution Partners who support providers in distributing their services (“Distribution Partners“) such as Destination Management Organizations (“DMO“) on the basis of these GTC. The GTC in their agreed, applicable version are part of the Use Agreements with the respective Distribution Partner or DMO. The rights and obligations of providers regulated here apply accordingly to Distribution Partners and DMO, unless otherwise regulated. See in particular also Section 2.4.
Sec. 1.3 The Services offered by Regiondo are addressed exclusively to entrepreneurs in terms of Sec. 14 German Civil Code (BGB).
Sec. 1.4 These GTC apply exclusively. Deviating, conflicting, or supplementary terms and conditions of the Provider or the Distribution Partner (e.g. of a (“DMO“) will become a contractual component only if and insofar as Regiondo expressly consented to their inclusion in writing. This consent requirement applies in any case, in particular also if Regiondo provides Services unconditionally in awareness of the Provider’s or the Distribution Partners´s or the DMO´s general terms and conditions. A written agreement or written confirmation by Regiondo is decisive for the inclusion of deviating, conflicting, or supplementary terms.
- Contractual subject matter and scope of services
2.1. “Contract” in terms of these GTC is the Use Agreement for Providers or the Use Agreement for the Distribution Partner (e.g. the DMO) concluded between the Provider and Regiondo regarding the provision of Services, including these GTC and all appendixes. The contract is concluded either by both Parties signing the Use Agreement for Providers or the Distribution Partner (e.g. the DMO) or by the Providers registration for the services of Regiondo regarding the provision of the Booking System on their website.
2.2 The services by Regiondo essentially exist in granting an option to use the cloud-based, white label Booking System described in detail under www.regiondo.com embedded in a website as a software as a service (SaaS) (“Booking System“), if applicable, an API, and possibly an App for use by the Provider. Additional services can be agreed upon. The Provider can use the Booking System to manage and book dates for admission tickets, tours, guided tours, and events (“Events“). Pursuant to the respective package chosen by the Provider, Regiondo makes the Booking System available to the Provider during the contract term. The Booking System can be adapted to the individual design of the Provider and can be integrated on the website. Additionally, depending on the chosen package, national and international distribution partners and certain tools can be linked in real time via the so-called channel manager. If Regiondo provides the service, the Provider can also use a smartphone to download, free of charge, an app, which the Provider can use to scan the end customers tickets for access monitoring (“App”). The Provider is responsible for adapting the Services to the legal requirements to be met by the Provider and to comply with such when providing the Service.
2.3 The Provider receives a Regiondo account with an admin access under which the Provider, depending on the chosen package, can set up various users. The Provider receives a username and can set up a password to access the Booking System.
2.4 After corresponding agreement with Regiondo, a Distribution Partner (e.g. the DMO) can also use the services to present events of other Providers. For this purpose, Regiondo gives the DMO – if contractually agreed – inter alia, the option to connect a certain number of Providers to its distribution channel. If applicable, the Providers are obliged to pay a fee to the Distribution Partner (distribution fee), the amount of which the Distribution Partner agrees with the Provider in the booking system. Regiondo and the Distribution Partner define the framework conditions for Provider access in the Use Agreement for the Distribution Partner. However, Providers can only be connected to the Distribution Partner distribution channel if they enter into a Providers Access Agreement with Regiondo based on these standard GTC for Providers and under the conditions set out in the Use Agreement for the Distribution Partner (e.g. the DMO).
2.5 Regiondo is responsible only for the technical provision of the Booking System, the API, the possibly chosen Services, as well as the App. Regiondo is not a contractual part of the persons or companies viewing or booking events of the Provider or otherwise using the Provider’s services through the Service (“End Customer“) nor broker of the Distribution Partner / DMO to Providers or brokers of the Provider’s services to End Customers.
2.6 The scope of contractual services follows from the respective contract concluded with the Provider as well as the description of Services enclosed to these GTC as Annex 1, which specifies the minimum scope. Functionalities that may possibly be desired by the Provider and offered additionally by Regiondo are added.
2.7 Regiondo is authorized to use subcontractors in the fulfillment of Services.
2.8 Regiondo is authorized to modify and improve the Services unilaterally and to add or discontinue functionalities depending on planned use, insofar as the negotiated functionalities of the Booking System generally continue to be available, so that the Provider’s option of use is not significantly affected. In this regard, the Booking System is a flexible system, which is continuously expanded with new functions. Regiondo also reserves the right to temporarily or permanently modify or discontinue the API (or parts thereof or the Provider’s access to the API or the API key) at any time in particular if the number of accesses is excessive and the server or overall system is overloaded. Regiondo will immediately notify the Provider if this is the case.
- Channel manager / distribution channels / tools
In the Booking System the Provider has the option of distributing its Services through third-party distribution channels (e.g. Jochen Schweizer GmbH etc.) (“Third Parties“) through the so-called channel manager. In this case, such third parties provide their services directly vis-à-vis the Provider. Regiondo establishes only contact to such Third Parties. The Provider is itself responsible for conclusion of the Contract with the Third Party. Such Third Party is not a subcontractor of Regiondo.
The Provider may also have the option of integrating tools (e.g. Google Analytics, etc.). In these cases, the Contract is also concluded only between the Provider and the provider of the respective tool. Regiondo only establishes contact and otherwise has no performance obligation. Exclusively the Provider and the provider of the tool are responsible for conclusion of the Contract and execution.
A channel manager fee, the amount of which is displayed in the channel manager, may possibly arise for the Provider for the provision of distribution channel or third-party tool options.
- Provider’s rights of use
4.1 Rights of use to the Booking System and the API
4.1.1. Regiondo grants to the Provider for the term of the Contract the global, gratuitous, simple, not sublicensable and nontransferable right to contractually use the negotiated Booking System as well as, if applicable, the API during the contract term and in particular to provide such to its End Customers for use. This right of use is unlimited in terms of time with regard to contractual downloads and file exports in connection with the use of the Booking System. The Provider may use the services only within the scope of the negotiated capacity.
4.1.2. Unless expressly regulated otherwise, the Provider is in particular not authorized to sell, lease, or rent the functionalities in full or in part, to license to parties other than the users of its Regiondo account or to otherwise disseminate such, to reproduce, copy, make publicly accessible, process or translate, reverse engineer, or modify such. Further use of the Booking System and the content provided, unless expressly negotiated in these GTC or otherwise or required on the basis of compulsory statutory provisions, is not permitted.
4.1.3. Insofar as Regiondo grants the Provider access the content or information uploaded into the Booking System or generated there or data of Regiondo, Regiondo remains authorized to modify the structure of the data or the data format at any time.
4.1.4. Subject to the rights granted under these GTC, Regiondo reserves all rights and legal entitlements to the Booking System, the API, and the intellectual property and know-how associated therewith. The Provider acknowledges that it holds or acquires no further rights aside from the rights expressly granted under these GTC.
4.2 Rights to use the App
4.2.1. Insofar as Regiondo cedes an App to the Provider for the fulfillment of contractual services, the Provider will receive from Regiondo for the contractual term global, simple, not sublicensable and nontransferable right to proper use of the App (License). The restrictions in Clause 4.1.2 of these GTC apply accordingly, with the exception of acts of use required to operate the App locally on the hardware of the Provider or its employee (in particular reproductions and backup copies for these purposes). If Regiondo grants multiple licenses to the App to the Provider, then these terms apply for each individual License.
4.2.2. The Provider is obligated to ensure compliance with the License terms in these GTC by each user of the ceded App.
4.2.3. The Provider may create the necessary backup copies of the App to back up data pursuant to rules of technology. The Provider may not modify or remove possible copyright notices of Regiondo. The Provider is not authorized to use, copy, process, and/or transfer the App in any other way aside as described in the contractual documents and in the other documents provided, to convert to another form of expression or to convert in any other way, insofar as such conversion is not indispensably provided for in express statutory regulations or expressly permitted by Regiondo with prior written consent. The Provider is not authorized to lease, rent, or sublicense the App.
4.2.4. After expiration of a time-limited right of use for the App or after valid termination of the contract, the Provider is obligated to erase all stored programs from its computer systems or other media unless the Provider is obligated by law to comply with a longer retention period.
4.3 Granting of rights of use by the Distribution Partner or DMO
As far as agreed in the Use Agreement for the Distribution Partner or in the Use Agreement for the DMO, the Distribution Partner /DMO is entitled to allow a maximum of the agreed number of Providers to use the services. In this case, the Distribution Partner/DMO may be entitled to sublicense the rights of use under this section which are necessary for the Provider to be able to use the Services. Further sublicensing by these Providers is not permitted.
- Provider’s obligations and responsibilities
5.1. The Provider shall create the necessary hardware and software environment for the use of the Service.
5.2 The Provider shall use the Services only to the contractually extend for the contractual purpose (sale/booking of Events) and in the usual manner.
5.3. Only the Provider is authorized to use the Services. However, the Provider is authorized to permit a limited number of users used by the Provider within the scope of its entrepreneurial activity (“Users“) to access the functionalities of the Services. The Provider is responsible for all processes taking place under its user ID or admin access and its Regiondo account. The Provider is obligated and also obligates each user authorized to use and access to store the access data with care and in particular to not make such accessible to third parties unless this is expressly permitted. The Provider shall choose secure passwords and store these securely. The Provider shall regularly change its password for security reasons. As soon as the Provider discovers indications that the use and access authorizations were unlawfully obtained by a third party or could be abused, the Provider for the purpose of damage mitigation is obligated to immediately inform Regiondo of such and to change the password. The Provider is obligated to disclose the access information only to such employees requiring such for the fulfillment of their duties.
5.4. The Provider of knowledge is that vis-à-vis Regiondo it is equally responsible for users’ fault as for its own fault.
5.5. The Provider alone is responsible for any nonavailability or lacking usability as well as any other interruption of the Services on the basis of circumstances that are within the scope of its responsibility. This includes in particular faultiness or incompatibility of software or hardware or other technology used by the Provider for the use of the Services, as well as interruptions on the basis of lacking availability or functionality of the Internet access used by the Provider. The Provider is furthermore responsible for performances of third parties used by the Provider to use the Service, in particular as regards terminal devices, software programs, transmission pathways, or telecommunications services, as well as interruptions caused by such performances of third parties.
5.8. The Provider is obligated to ensure that the Provider and/or the Users use the Services only if they grant the simple, gratuitous, and sublicensable right of use to the content created and/or processed by the Provider or user to Regiondo for the term of this contract required for the provision of Services by Regiondo vis-à-vis the Provider. This includes, other things, the right to store and process such content, to change their sequence, technical conversion, reconversion to a different format, and using special fonts for mobile devices.
5.9. If the Provider uses the booking system via a Distribution Partners, such as, e.g. a DMO, the Provider is obliged to grant the latter the simple and free right of use for the duration of this contract in the content created and/or edited by the Provider which is necessary for the use of the booking system.
5.10. The Provider alone is liable for the legal admissibility of the Services offered by it for purchase/booking in the Booking System. With regard to content, the Provider is exclusively liable for design, review, modification, and updating of Services as well as the data and information uploaded by it or the Users. The Provider is obligated to not publish any content that would violate applicable laws, pose a public nuisance, transgress public decency, incite the masses, lead to criminal offenses, glorify or trivialize violence, is sexually offensive or pornographic, suitable for endangering children or youths, or harms the reputation of Regiondo. The Provider is liable for compliance of the Event offered by it with applicable law. The Provider in this regard is also solely responsible for compliance with statutory regulations in the use of information, images, and texts published by it. The Provider in particular guarantees that it holds the sole rights to the transmitted text and image material and/or does not violate property rights, trademark rights, or copyrights of third parties.
5.11 The Provider shall ensure that it uploads its own general terms and conditions of business as well as its privacy notice to the Booking System before End Customers perform any bookings.
5.12 The Provider itself is responsible vis-à-vis the End Customers and Users and also vis-à-vis the Distribution Partners, such as, e.g. the DMO, for compliance with all legal and in particular data protection regulations and shall obtain the necessary consent and also conclude any necessary contractual data protection agreements insofar as it collects, processes, or uses personal data within the scope of its use of the Booking System or the App and that a regulated activity does not apply. The same obligation shall apply to the Distribution Partner or DMO vis-à-vis Providers connected to its distribution channel.
5.13. The Provider shall indemnify and hold Regiondo harmless from all third-party claims based on an illegal use of the Services by the Provider, with the approval of the Provider or third parties having gained access data in violation of the regulations of this contract or arising in particular from disputes under data protection law, copyright law, or other legal disputes associated with the use of the Services and the uploading of data and content / information. If the Provider recognizes or should recognize that such violation is imminent, it is obligated to immediately inform Regiondo. The obligation to indemnify and hold harmless also includes the obligation to fully indemnify and hold Regiondo harmless from legal defense costs (e.g. court and attorney costs).
5.14. The Provider is obligated to accurately and fully disclose all data and information required for provision of Services and to immediately inform Regiondo of any changes of the disclosed data. This pertains in particular to names, legal form, registered seat, bank information, billing address, VAT ID number, postal address, and email address.
5.15. The Provider is obligated to create backup copies of the data processed in the Services at regular short intervals in order to ensure that the data in case of loss the data can be recovered with the smallest possible effort. The Provider is exclusively itself responsible for backup copies of the data and information processed with the Services.
5.16. The Provider is obligated to immediately inform Regiondo of recognizable malfunctions in the use of the Booking System.
5.17. The Provider is itself responsible for any customer service/support vis-à-vis the End Customer.
5.18. The Provider shall grant Regiondo the right to use the name, trademark, and logo of the Provider in the communication and acquisition of new providers even beyond the contractual term.
5.19. Insofar as the Provider has ordered Regiondo to have payments of End Customers processed (through external payment service providers), the following applies:
- Regiondo offers to the Provider an option to conclude an agreement with an external payment service provider. Regiondo is never the contractual partner of the End Customer. The payment process takes place from the End Customer’s credit/debit card or the End Customer’s bank account via the external payment service provider to the account Specified by the Provider. External payment service providers regularly offer various payment methods for payment processing vis-à-vis the End Customer, whereby the Provider may itself choose. Not all payment types will always be available and are dependent on factors like: product, country, booking type, advance reservation deadline, risk evaluation of the Provider, etc. The available payment methods are listed at https://support.regiondo.com/en/article/which-payment-options-are-possible.
- In order to ensure that the End Customer payment can be processed by external payment service providers, the Provider is obligated to conclude the respective agreement with the payment service provider and to accept the payment service providers terms. The agreement can be concluded in the Regiondo dashboard. If the Provider fails to comply with the required terms, does not accept the terms, and/or in particular does not have a seat in the state/region requested by the external payment service provider, then Regiondo Is authorized to extraordinary termination of this Use Agreement for Providers.
- The Provider is furthermore obligated to inform its End Customers that the payment of the End Customer is processed through external payment service providers. The Provider must obligate the End Customer to review the information regarding the chosen service in detail with regard to separate provisions prior to executing and confirming the booking.
Regiondo is not responsible for the payment service providers and is not liable for a (justified, (allegedly) unauthorized, or wrong) fee, debit entry, processing or reimbursement of the payment service provider. Invalid or unauthorized debit entries or charges by the payment service provider must be demanded back directly from the payment service provider.
- Use of Services contrary to contract
6.1 In case of an unlawful violation of the Provider of contractual obligations, in particular arising from Clause 5, Regiondo is authorized to block access to the Services until the violation has permanently ceased or a cease and desist declaration with penalty clause has been issued vis-à-vis Regiondo. In this case, the Provider however continues to be obligated to pay the negotiated remuneration.
6.2 The regulations regarding termination of the agreement remain unaffected.
- Service Level Agreements (each “SLA”)
7.1 SLA Booking System
7.1.1. Regiondo strives to provide the Booking System with reasonable care and expertise as well as in accordance with industry standards. Regiondo furthermore strives to provide continuous access but does not guarantee that the Booking System will be available without interruptions and errors. Possible errors will be rectified by Regiondo immediately upon gaining knowledge of such. Regiondo shall provide the Booking System as well as the functions of the Booking System to the Provider with an availability of 98% per calendar month (“Target Availability“) during the operating period.
7.1.2. The operating period is Monday through Sunday from 12 a.m. to 12 a.m. CET. Maintenance work (e.g. installation of updates or upgrades) announced by Regiondo by email or in the dashboard in the login area or otherwise of up to 24 hours per calendar month are not part of the operating period. Regiondo shall inform the Provider in a timely manner of scheduled maintenance work.
7.1.3. The Services are deemed to be available if all essential functions are available without significant permanent prolonged response times.
7.1.4. Failures due to force majeure (e.g. strike, unrest, natural catastrophes, epidemics) or failures caused by the Provider are not taken into consideration in the calculation of actual achieved availability (“Achieved Availability“). Access blocked by Regiondo, which Regiondo may find to be necessary for security reasons insofar as Regiondo has taken reasonable precautions for the security of the Services are also not taken into consideration.
7.1.5. If the Achieved Availability falls short over the Target Availability in one calendar month, then the Provider is entitled to service credits in the amount of a specific proportion of the fees paid for the calendar month pursuant to the following table:
Achieved Availability >= 98% of Target Availability: no service credits
Achieved Availability >= 97% and 98% of Target Availability: 10% service credits
Achieved Availability >= 95% and 97% of Target Availability: 15% service credits
Achieved Availability >= 90% and 95% of Target Availability: 20% service credits
Achieved Availability < 90% of Target Availability: 30% service credits
Service credits must be asserted by the Provider and shall be deducted from the next invoice amount by the Provider. A disbursement of service credits is excluded. Service credits must be asserted within 6 weeks as of the end of the respective calendar month.
7.1.6. If the Achieved Availability in a calendar month falls short of 50% or in two consecutive calendar month 75% each, then the Provider is authorized to terminate the Contract with a notice of 4 weeks. The termination must be issued within 6 weeks as of occurrence of the termination prerequisites.
7.1.7. No further defect rights exist. The regulations under Clause 8 remain unaffected.
7.2 SLA regarding the Service Levels: Booking numbers not reached, availability of specific functions, publishing offers.
The SLA available at https://support.regiondo.com/en/article/security-safety-guide#service-level-agreement-sla applies to reaching specific other service levels.
7.3 SLA support services
The SLA available at https://support.regiondo.com/en/article/regiondo-support-service-level-agreement applies to support services.
Sec. 8 Defects of the Booking System
8.1. Strict liability for initial defects pursuant to Section 536a para. 1, Clause 1 BGB is excluded.
8.2. The Provider’s termination right for non-receipt pursuant to Section 543 para. 2 Clause 1 No. 1 BGB is excluded unless a provision of Services has been deemed permanently failed.
8.3. The Providers right to self-performance (Section 536a para. 2 BGB) is excluded with the exception of fraudulent intent, malice, gross negligence of Regiondo and in the event of a violation of life and limb of a person.
8.4. Possible claims to damages of the Provider are excluded from Clause 7.1 and Clause 8. Liability for damages are subject to Clause 11 of the Contract.
- Remuneration for Regiondo’s services
9.1. The Provider is obligated to pay the remuneration negotiated with Regiondo in the Use Agreement for Providers plus statutory value-added tax. The negotiated remuneration consists of a monthly base fee depending on the chosen package as well as a one-time setup fee. Fees, the amounts of which are dependent on the gross amount of the tickets sold by the Provider, e.g. the ticket fee (fee for processing per ticket), the payment processing fee (in case of online payments through external payment service providers), the system fee (fee for using the system per ticket and incurred costs) are added to this. A channel manager fee may also be incurred, see Clause 3. Possible fees incurred in connection with transfers shall be borne by the Provider.
9.2. Regiondo is authorized to adjust the fees negotiated with the Provider by up to 1 percentage point per month if a high proportion of foreign payment types (e.g. foreign credit cards) exists. In this case, Regiondo shall inform the customer of such in a timely manner. If the price adjustment is higher, then the Provider in this case shall have a special termination right to the end of the month.
9.3. The fees shall be billed monthly within the first seven (7) working days of the following month. With the exception of the base fee and set up fee, billing shall be based on the sales executed by the Provider through the Booking System. Payment is due and payable immediately. If a sale is canceled, in case of a return debit, or if a sale is based on for what, then this would be taken into consideration or charged in next month’s bill.
9.4. Regiondo issues all invoices only in a digital format. The invoices shall be transmitted to the Provider by email and the Provider declares its consent in this regard.
9.5. The Provider is in default if it does not settle Regiondo’s invoices within 7 working days after receipt unless the delay is not within the scope of responsibility of the Provider. In the event of default, the Provider is obligated to pay statutory default interest in the amount of nine (9) percentage points above the base interest rate. Regiondo reserves further claims for payment default. During a payment default of the Provider of more than 2 consecutive monthly remunerations, Regiondo is authorized to block access to the services during the payment default. In the event of such blocking, the Provider continues to be obligated to pay the monthly remuneration. The regulations regarding termination remain unaffected.
9.6. Objections and complaints against an invoice must be received by Regiondo no later than 6 weeks after receipt of the invoice, otherwise the invoice is deemed to be accepted.
- Payment processing of End Customer receipts
10.1. Insofar as ordered, Regiondo shall enable processing of End Customer payments from bookings placed by the Provider’ End Customers via the Booking System and not directly to the Provider (e.g. on site (“End Customer Payments“) through external payment services providers. Amounts received from End Customer Payments shall be disbursed by the respective payment service provider as negotiated between the Provider and the external payment service provider, however, generally weekly. A least 7 workdays generally expire between receipt of payment from the End Customer and disbursement to the Provider. The disbursement period may be extended in case of unusually long bank processing times. The external payment providers transfer the credit amounts to the account listed in the user area.
10.2 Disbursement via the external payment service providers is initiated only if an amount of at least EUR25 has been accumulated. However, any unpaid amounts are disbursed to the Provider at the end of the Contract.
10.3 End Customer receipts are transferred subject to a return debit, cancellation, or other chargeback. A return debit/chargeback may possibly be considered or invoiced only in the following month. Insofar as the Provider is responsible for a return debit or other chargeback, the Provider shall bear possible costs of banks or credit card companies incurred in this regard. This also applies to possible costs incurred in connection with fraud.
Some payment service providers may assess a credit risk on the basis of a so-called risk scoring and reject payments. Regiondo has no influence on this and insofar is not liable for successful payment processing.
10.4. The Provider generally receives an invoice, line item report, and CVS file with individual bookings every month.
Sec. 11 Liability
11.1. Regiondo is liable without limitations vis-à-vis the Provider pursuant to statutory regulations for damages (i) caused with intent or gross negligence by Regiondo or a vicarious agent or statutory representative of Regiondo; (ii) from the culpable violation of life and limb; (iii) pursuant to the product liability act; (iv) from the acceptance of warranties.
11.2. For the rest, Regiondo is liable only insofar as it has violated an essential contractual obligation (major obligation). In these cases, liability as regards type as well as amount is limited to reimbursement of foreseeable, typically arising damages. Major obligations in terms of this regulation include the contractual main obligations as well as obligations the fulfillment of which are a prerequisite for proper fulfillment of the Contract in the first place and on which the Provider can generally rely on.
11.3 The maximum amount for a typically foreseeable damage for a Contract of this type pursuant to the Parties’ agreement for all damages arising from and in connection with this Contract is 100% of the fees actually paid by the Provider under this Contract to Regiondo in the past 12 months prior to the damage event.
11.4. Any further liability for damages, in particular liability in case of slight negligent infringement of nonessential contractual obligations is excluded.
11.5. Regiondo is exempt from the obligation to provide the Service if and insofar as non-fulfillment of services is based on the occurrence of force majeure circumstances after conclusion of the Contract.
- Data protection and data safety
12.1. The Parties process personal data within the scope of the fulfillment of the Contract in compliance with applicable data protection laws, e.g. within the scope of administration of this Contract or of the accounts. The Provider is obligated to provide to the Users all necessary data protection information. Regiondo informs the Provider that the Provider, if and insofar as it uses the Services for its own purposes, is the Controller in terms of Article 4 number 7 of EU Directive 2016/679 (General Data Protection Regulation – “GDPR”)
12.2. Within the scope of the provision of the Service, Regiondo will have access to personal data of the Provider or of the End Customers, e.g. in connection with the processing of bookings and payments. This processing takes place exclusively on the basis of order processing and upon the Provider’s instruction. In these cases, the Parties agree to take all measures prescribed pursuant to GDPR, in particular to conclude an agreement regarding the processing of data on order, a sample of which is enclosed to these GTC as Annex 2.
Sec. 13 Contract term; termination
13.1. Unless otherwise negotiated, the Contract has the fixed minimum term of 12 (twelve) month (the “Minimum Term“) specified in the Use Agreement for Providers or Distribution Partners or for DMO. After expiration of the Minimum Term, the Use Agreement for Providers or for Distribution Partners/DMO regularly extends automatically by another 12 months (“Extended Contract Term“) unless it is terminated by a Party with a deadline of 3 (three) month to the end of the Minimum Term or the extended contract term.
13.2. The right to termination for good cause remains unaffected. Such good cause shall include in particular if the Provider
- for 2 (two) consecutive month defaults in payment of the monthly remuneration and does not pay the past due amount within 10 (ten) working days after a written warning
- violates essential contractual obligations, in particular Clause 5 and does not rectify the breach of duty within a reasonable period despite Regiondo’s request to do so.
13.3. Terminations must be in writing to be valid.
13.4. Insofar as Regiondo provides performance and services free of charge, these services can be discontinued any time without prior notice and without stating reasons.
Sec. 14 Confidentiality/retention
14.1. Regiondo and the Provider are obligated to keep all confidential processes, in particular business and operating secrets of the respective other Party of which they gain knowledge within the scope of the preparation, execution, and fulfillment of the Contract, strictly confidential and to not disclose or otherwise exploit such.
14.2. The Parties shall protect confidential information from unauthorized access and treat such with the same care as they use for their own equally confidential information or any minimum with the care of a prudent businessman.
14.3. Confidential information may not be disclosed vis-à-vis third parties by the receiving contractual party without prior written consent of the respective other contractual party, unless
- this is necessary due to compulsory, applicable, legal conditions or judicial or supervisory orders and the receiving contractual party has immediately informed the respective other contractual party of the respective obligation in writing and has given it sufficient opportunity to take extrajudicial or judicial measures against disclosure, or
- employees and subcontractors must be aware of such for the performance of the agreement and were obligated to confidentiality in writing under the regulations of this section prior to handover.
- the confidential information is made accessible to the consultants of the receiving contractual party in connection with the interpretation or execution of contractual documents or a dispute resulting therefrom and the consultant has previously obligated itself in writing to maintain confidentiality vis-à-vis the receiving contractual party or is already obligated to maintain confidentiality on the basis of its profession, or
- the information and records that are or will be disclosed without this being based on a contractual violation of the respective other Party or which the receiving Party has received from third parties authorized to disclose such to the public.
15 Obligations upon the end of the contractual relationship
15.1. The Provider is obligated to end the use of the Services immediately after termination of the Contract and to return all information and software handed over (in particular the App) to Regiondo.
15.2. After the end of the contractual relationship, the Provider has no further access to the Services and the information contained there.
15.3. Regiondo upon the Provider’s written request and against payment of the corresponding remuneration pursuant to the price list and applicable shall handover to the Provider the existing data of the Provider from services in a common file format on a mobile data carrier or for download. This does not include data to which the Provider is entitled exclusively.
Sec. 16 Setoff
Offsetting against counterclaims of the Provider or retention of payments due to such claims is permissible only insofar as the counterclaims are undisputed or legally ascertained and are based on the same contractual relationship.
- Amendment of the GTC
Regiondo is authorized to unilaterally amend these GTC to an extent that is reasonable for the Provider insofar as such is justified, necessary for the rectification of retroactively arising balancing differences or for the adjustment to modified statutory or technical conditions. Regiondo shall inform the Providers in writing, by email, or via a portal communicated to the Provider of the intended amendment in a timely manner. Insofar as the Provider does not object in writing or by email within 6 weeks after receipt, these amendments, insofar as such do not pertain to essential contractual obligations, are deemed to be agreed upon and thus become contractual content. Regiondo will instruct on the right to object and the legal consequences of expiration of the deadline in the notes.
- Final provisions
18.1. Subject to Section 17, modifications or amendments of the Use Agreement for Providers and/or its appendices require the written form and must be signed by both Parties; this also applies to this clause of written form. The written form is also ensured by electronic transmission by e-mail or in the booking system.
18.2. In the event that individual clauses of the Use Agreement for Providers should be or become invalid in full or in part, possibly invalid provisions must be reinterpreted, amended, or replaced so that the economic purpose pursued with the invalid provision is achieved. The same applies in the event that gaps may exist in these GTC.
18.3. German law excluding the conflict of law provisions and excluding the UN convention on the International sale of goods (CISG) applies to the contractual relations between the Parties.
18.4. Exclusive jurisdiction for all disputes arising directly or indirectly from the contractual relationship between the Parties is Munich, Germany.
Sec. 19 Contractual components and definitions
19.1. Components of the SaaS Contract are:
- Use Agreement for Providers or USe Agreement for Distribution Partners or Use Agreement for DMO (also through registration)
- These GTC with its Appendices 1 (service description) and 2 (order processing agreement)
19.2. In case of contradictions between regulations in the contractual components, the components apply in the order mentioned above.
Status February 2021