Scopevisio AG
Rheinwerkallee 3
53227 Bonn

– AG Bonn, HRB 15257 –

represented by the board members:
Dr. Jörg Haas (CEO)
Alexander Kintzi (CSO)
Silke Kanes (CPO)
Stepan Rutz (CTO)
Stephan Müller (COO)
Dr. Lukas Pustina (CIO)
Dr. Markus Cramer (CFO)
– hereafter Scopevisio –
Service address:
Scopevisio AG
Customer Service
Rheinwerkallee 3
53227 Bonn

Phone: 0800 – 800 800 2

(free of charge from the German fixed network of the German Telekom, otherwise possibly deviating tariffs – in particular mobile tariff)

THE PRODUCTS OFFERED BY SCOPEVISIO ARE ADDRESSED TO COMPANIES WHO HAVE THEIR RESIDENCE OR BUSINESS LOCATION IN THE FOLLOWING COUNTRIES (“Contract Territory”):

– Federal Republic of Germany

Additional countries are planned and will follow shortly. Scopevisio assumes no liability or warranty for any use of the Services outside the Contract Territory.

I. APPLICATION OF THESE GENERAL TERMS AND CONDITIONS / CONCLUSION OF CONTRACT

These General Terms and Conditions were updated on 01.06.2022. They shall become effective on the date of your acceptance (See also Section IX.).

  1. Scopevisio provides you with the free and paid SaaS services and other services offered by Scopevisio on the basis of the following General Terms and Conditions of Service and Use (hereinafter “GTC”). Deviating General Terms and Conditions of the contractual partner shall not apply. They shall not apply even if Scopevisio does not expressly object to them.

  2. Only after you have checked the checkbox “I have read and accept the Terms and Conditions and Privacy Policy” a contract for our business services is concluded and you will have the opportunity to test all priced applications and services 30 days free of charge and without obligation in full functionality – without automatic renewal and without any further obligation. Scopevisio will send you a user ID and password within a reasonable time and activate your access account.

    Booking of chargeable services:

    Only after you have confirmed your selected applications and services in an overview and subsequently click “Activate chargeable”, a chargeable service contract is concluded. This also applies to any additional booking.

    IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS. YOU WILL ENSURE THAT YOUR AUTHORIZED USERS (USERS) WHO ARE TO USE THE SAAS SERVICES ALSO COMPLY WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT.

  3. You may not use the SaaS Services and Services or accept the terms of this Agreement if you are a consumer as defined in Section 13 of the German Civil Code (BGB) or are not of legal age or are barred from using the SaaS Services and Services under the laws of your country, including the country in which you reside or from which you use the SaaS Services and Services.

  4. In order to access the SaaS Services and Services, you must provide truthful information about yourself and your business (such as identification and contact information) as part of the registration process or during your ongoing use. You declare that the information you provide to Scopevisio during the registration process is accurate, correct and up-to-date at all times – including, in particular, that you are an entrepreneur within the meaning of Section 14 of the German Civil Code (BGB).

  5. In addition, special or modified provisions may apply when using certain Scopevisio SaaS services and services. If applicable, you will be informed of this before using the relevant product/service. To the extent that these special provisions deviate from the following provisions, these provisions shall take precedence.

  6. These Terms and Conditions expressly do not apply to services marked as “third-party services” which are not offered by Scopevisio itself but by a third party, even if this is done free of charge and/or the use of which requires registration with Scopevisio. The General Terms and Conditions posted by the third party shall apply exclusively to these services.

II. SUBJECT MATTER / SCOPEVISIO’S DUTY TO PERFORM / PREREQUISITES.

  1. The SaaS services and services offered by Scopevisio are divided into different service products. In addition, you can choose useful supplements and resources to the SaaS services and services. Scopevisio basically provides you with the SaaS services and other services via the Internet. You are thus given the technical possibility and authorization to use the SaaS services and services hosted on the central servers in accordance with these terms and conditions. For the nature of the SaaS services and services, in addition to the general system requirements, only the services specified in the most current product description in relation to the product selected by you in each case are relevant.

    The SaaS services generally include a user interface (client), encrypted transmission, data processing and encrypted access to your data as well as storage and backup of your data. Scopevisio also takes care of the maintenance and servicing of the hardware and software infrastructure required to use the SaaS services.

    On the Internet presence at www.scopevisio.com, the respective current documentation is available to you exclusively in electronic form, which conclusively describes the SaaS services and services. These also contain more detailed information and provisions on use. The respective current hardware and software usage conditions required by the customer for the use of the SaaS services are also described there. The operation and maintenance of these technical requirements is your sole responsibility – even in the event of further developments of the SaaS services or their infrastructure.

  2. Insofar as you use free Scopevisio services or the SaaS services or services selected by you include services/services that go beyond the specifications listed in the product description, this is done free of charge and without any legal claim.

    Insofar as Scopevisio provides free SaaS services or services, these may be discontinued at any time and without notice. Insofar as the discontinuation is of importance to you, you will be informed by Scopevisio at least four weeks in advance. Claims for reduction, reimbursement or damages do not arise from the discontinuation..

  3. Scopevisio provides its SaaS services on the basis of complex modern technology. Scopevisio intends to continuously develop the SaaS services at its own discretion in order to provide its users with the greatest possible convenience. You acknowledge and agree that the form and nature of the SaaS services and services provided by Scopevisio may change to a reasonable extent during the term of the Agreement. Reasonableness is given in particular if

    1. the services contain products of other manufacturers and these products are not available to Scopevisio, are no longer available or are only available in a modified form, without this being due to circumstances for which Scopevisio is responsible,
    2. new legal or official requirements make a change necessary,
    3. the agreed services no longer comply with the current state of the art, security regulations or data protection or their operability is no longer guaranteed, or
    4. agreed services are replaced in whole or in part by services of equal or higher value, the agreed target quality remains essentially unchanged and the associated change in performance is reasonable. Scopevisio will notify you of any service changes at least one month before they take effect.
  4. The software or client used by you to use the SaaS services and services automatically downloads and installs updates from Scopevisio on a regular basis. These updates are intended to improve, enhance and further develop the Services and may consist of bug fixes/patches, improved features or entirely new versions.

    You agree and acknowledge that it is a condition of Scopevisio’s Services to accept such updates as part of the Services and permit Scopevisio to provide them to you.

  5. The interface for the contractually owed SaaS services and services of Scopevisio is the transition point to the Internet of the data center used by Scopevisio. The connection of the customer to the Internet, the maintenance of the network connection as well as the procurement and provision of the hardware and software required on the part of the customer is not subject of this contract.

  6. Scopevisio aims to provide permanent system access to its SaaS services, i.e. 24 hours a day, 365 days a year. The hosting operation is designed for more than 99% availability p.a., except for routine, necessary and planned maintenance and repair measures. However, availability at all times is expressly not guaranteed and is not owed. In particular, access may be temporarily restricted for technical reasons, for example due to necessary maintenance and repair work. As far as possible, necessary maintenance and repair work will be announced, in particular routine maintenance and repair work. Unavailability due to maintenance and repair work under this section shall not constitute grounds for a claim for reduction if it does not exceed 24 hours a day, 48 hours a week and 96 hours a month.

  7. The options for downloading your customer-specific data upon termination are described in detail in the online help (see under the keyword “Data export” or “Export of tables” or Manual – Import/Export). The data in financial accounting can be exported as a GDPdU-compliant file in IDEA format.

  8. Unless expressly mentioned, Scopevisio does not owe any further services. In particular, Scopevisio is not obliged to provide installation, consulting, customization and/or training services or to create and provide individual functions or additional programs.

III. INDUSTRIAL PROPERTY RIGHTS / COPYRIGHTS / GRANTING OF LICENSES / RESTRICTIONS / TRANSFERABILITY / FAIR USE

  1. All contents of Scopevisio’s websites, SaaS services, services, newsletters, software and documentation as well as technologies (“Content”) are subject solely and independently of any registration of industrial property rights or intellectual property rights and in particular but not exclusively to the copyright of Scopevisio or its licensors. Scopevisio reserves all rights not expressly granted. You are only entitled to use the content in the form provided by Scopevisio as intended and in accordance with the contract.

  2. Scopevisio hereby grants you, subject to the Terms, a limited, personal, non-exclusive, non-transferable, non-sublicensable, worldwide license for the term of the Agreement to use the SaaS services and services selected by you – and, if paid for, also paid for – within the selected specification parameters (e.g. number of users/ storage space see www.scopevisio.com/preise) of the products selected by you exclusively for your own internal business purposes. Internal business purposes means that you are only authorized to process your own (company) data with the SaaS services and services. However, you may set up access to the products you have booked for a third party who supports you in your work (e.g. accountant/tax advisor). The same applies with regard to the software provided for the use of the SaaS services.

    The license is granted to you solely for the purpose of enabling you to use and benefit from the SaaS services and services provided by Scopevisio in accordance with the terms of the Agreement. You may only access the SaaS services through the user interface or client provided by Scopevisio.

    The right to use the license ends upon termination of the contractual relationship between you and Scopevisio.

    You are expressly prohibited from,

    • process company data other than your own with the SaaS services and services of Scopevisio. If you wish to do so, please contact Scopevisio;

    • Use SaaS Services and Services to analyze its availability, performance or functionality or to make performance comparisons or to use for product development of similar ideas, features, functions or graphical representations of the Products;

    • assign its rights under this Agreement;

    • disclose results of benchmark tests of the SaaS Services to any third party, unless Scopevisio consents to such disclosure in writing in advance;

    • Use the SaaS Services and Services for timesharing, data center purposes (“Service Bureau”), subscription services (“Subscription Services”) or rental purposes;

    • use the SaaS Services and Services to provide training to any third party, except for training provided to Your employees who have purchased a license pursuant to the terms of the Agreement.

  3. You irrevocably and royalty-free grant Scopevisio the unrestricted right to use and exploit with respect to your ideas, service development requests, feedback, recommendations or other information submitted by you or third parties in connection with the SaaS Services, unless you clearly and expressly reserve such rights for Scopevisio.

  4. To the extent that Scopevisio provides new versions of the SaaS Services or Services during the term of this Agreement as a result of further developments, the license grant for these shall generally apply accordingly, unless Scopevisio attaches supplementary provisions to these, to which you are advised.

  5. For each case in which you culpably enable the use of the SaaS services or services by third parties, you shall pay damages, at least in the amount that would have been incurred if a contract had been concluded for the number of third party user(s). In the event of unauthorized use or transfer of use, you shall, upon request, immediately provide Scopevisio with all information about the user/users in order to assert claims against them.

  6. You agree not to reproduce, in any way license or sublicense, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party, reproduce, copy, modify the SaaS Services and Services, create derivative works, reverse engineer, decompile, or otherwise attempt to derive the source code of the Software, nor permit any third party to do so, except as expressly permitted or required by law, or as expressly permitted by Scopevisio under a separate written agreement.

  7. You will only use the SaaS Services and Services for purposes permitted under the terms of the Agreement and any applicable legal requirements or regulations or generally accepted practices or guidelines in the relevant jurisdictions (including any legal requirements relating to the export of data or software).

  8. We assume that you will use our Services only for the purposes for which they are intended. Nevertheless, since each company may have different requirements that we cannot foresee, we apply the fair use rule:

    Thus, we reserve the right to technically restrict excessive or unusually high usage of our services that we believe could affect the use and availability of the services of all our users. In this case, we will contact you at the earliest opportunity in order to find a solution to your specific usage needs.

IV. CONTRACT TERM / TERMINATION / RELEASE OF YOUR DATA / DATA DELETION

  1. In the integrated store of the application, you can view the status of your selected products, their costs, duration and termination options at any time.

    Clicking the button “Activate fee-based” in the store starts a paid contractual relationship for an indefinite period of time.

    The period of notice for termination of the contractual relationship is 14 days to the end of a month, unless a different term or period of notice is expressly stated in connection with the product selection.

    During the term of a paid SaaS service, you can generally add and remove additional paid extensions (e.g., additional users), supplementary products or resources (e.g., storage space) to the respective SaaS service at any time.

    A change from free SaaS services to paid products or to a higher product of a category is possible at any time. In this case, any fees already paid that are already included in the newly selected fee-based product will be credited.

  2. Section II.2 shall apply to free products.

  3. The right to terminate for good cause shall remain unaffected. Good cause shall be deemed to exist in particular if

    – a contracting party breaches material obligations or repeatedly breaches non-material obligations under the contract and fails to remedy the breach within a reasonable period of time even after a warning by the other contracting party; or

    – insolvency proceedings have been instituted or are about to be instituted against the assets of the other contracting party; or

    – you have violated the provisions of these contractual terms and conditions or your conduct indicates with certainty that you are not willing or able to comply with the provisions of the contractual terms and conditions.

  4. All notices of termination must be in writing.

  5. In the event of termination of the contractual relationship for any reason whatsoever, the contracting parties shall be obliged to wind up the contractual relationship in an orderly manner:

    – More detailed information on the possibilities of data export and its format can be found in the Import/Export manual or in the online help under the keyword “Data export” or “Export of tables”.

    – Scopevisio is entitled to irretrievably delete your data no later than thirty days after termination of the contractual relationship. You will be informed of the irretrievable deletion in advance in text form on the last e-mail address you provided.

    – Scopevisio reserves the right, however, to retain customer data, in particular in the event of default of payment on your part.

    – Compliance with retention periods under commercial and tax law is exclusively your responsibility.

  6. Scopevisio points out that after termination of this Agreement, you have no claim that your Customer Data can be reinstated in the then current version of the SaaS Services or Services. In particular, your settings, facilities and master data entries will be lost forever upon termination of the contract.

  1. The person concluding the Agreement shall be available to Scopevisio as a contact person during the term of the Agreement. In particular, he/she shall provide the information required for the performance of this Agreement and shall be deemed authorized to make legally binding declarations vis-à-vis Scopevisio. Scopevisio must be notified immediately of any changes in the person of the contact person.

  2. You expressly agree that information regarding requested or existing contracts and regarding the execution of the contract as well as billing between you and Scopevisio, if applicable, may be sent to you by e-mail to an e-mail address provided by you when registering for the contract. You will check the e-mail account provided by you for received messages as is customary in business.

VI. OTHER DUTIES

  1. You are responsible for all activities that occur under your user accounts. You shall keep your connection identification (e.g. user and access authorization assigned to you or your users as well as identification and authentication safeguards, login names, passwords) secret, protect it from access by unauthorized persons and ensure proper use. You are solely responsible for the use of your access and shall be liable for any misuse that occurs and shall bear all costs incurred for any unauthorized use. In this context, you shall also reimburse Scopevisio for those expenses incurred by checking your facilities and/or resulting from defects and malfunctions for which you are responsible.

  2. You shall immediately notify Scopevisio of any unauthorized use of passwords or of access to the Products or any other breach of data security of which you become aware or suspect.

  3. You agree not to act in a manner that interferes with or disrupts the availability of the Products or the servers and networks operated by Scopevisio to provide the SaaS Services and Services.

  4. You shall refrain from any improper use of the SaaS services – in particular, you shall not transmit any content or data in an illegal manner or with illegal content. You will refrain from any attempt to retrieve information or data yourself or through third parties without authorization or to interfere or allow interference with the software and hardware systems operated by Scopevisio or to penetrate Scopevisio’s data networks without authorization.

  5. You shall check your data and information for harmful content, in particular viruses, before sending them and use state-of-the-art virus protection programs.

  6. In addition, you are obliged to provide all relevant cooperation without delay and free of charge, in particular if Scopevisio requests you to do so and the necessary measures do not exceed a reasonable effort.

VII. REMUNERATION / BILLING

  1. The fees incurred for the use of chargeable products are calculated according to the respective valid prices, which can be viewed at www.scopevisio.com/preise. Direct debits are debited at the earliest 7 days after receipt of the invoice.

    Unless expressly stated otherwise, the fee is due monthly in arrears.

  2. Invoices are issued electronically. If you request a paper invoice by mail or if this is necessary, an additional fee of € 2.35 per invoice will be charged.

  3. If not explicitly stated otherwise, all mentioned remunerations and prices are net prices, which will be invoiced plus the respectively valid legal value added tax. The sales tax will be listed separately in the invoice.

  4. The payment options available to you result from the respective order process. In any case, you must provide the necessary data when concluding the respective contract.

  5. Fees for return debit notes or uncovered credit cards for which you are responsible are to be borne by you. For each case processing fees of € 10,- are due. You reserve the right to prove that no damage or a significantly lower amount of damage has been incurred.

  6. In the event of revocation of the direct debit authorization, in the event of a return debit note at your request or in the event of other changes in the payment process, Scopevisio may change the collection method to invoice payer. Due to the higher effort, you as bill payer will be charged additional costs of € 2.35 per invoice. A switch back from bill payer to direct debit payer will only be made upon your written request.

  7. Any credits or refunds due to overpayments, double payments, etc. will always be offset against the next due invoice.

  8. You must notify Scopevisio of any objections to the invoice in text form within eight weeks of receipt of the invoice. Failure to raise objections in good time shall be deemed to constitute approval. Scopevisio will specifically draw your attention to the consequences of failure to notify Scopevisio in good time in the invoices. Legal claims by you in the event of justified objections shall remain unaffected.

  9. You shall only be entitled to set off against legally established or undisputed claims or to assert a right of retention.

  10. The assignment of claims arising from this contract is only permitted with the prior express written consent of Scopevisio.

VIII. DEFAULT / SYSTEM BLOCK

  1. If you are in default of payment, Scopevisio must no longer provide the SaaS services and services after warning you by setting a deadline of one week; in particular, it may block access. In this case, you remain obligated to pay the monthly fee.

    Scopevisio reserves the right to assert other claims due to default of payment.

IX. CHANGES TO THE CONDITIONS

  1. Scopevisio reserves the right to change or amend its conditions (e.g. prices, GTC). You will be informed separately of any changes or additions to the GTC. The changed or supplemented conditions/GTC shall only apply if you continue to use the products after receipt of the notice and expiry of the ordinary notice period agreed in this contract and you have been made aware of this consequence. In the case of free services, this shall apply accordingly, whereby Scopevisio shall observe a notice period of at least four weeks in this case.

X. DEFECTS / NOTICE OF DEFECTS / EXCLUSION OF WARRANTY

  1. Scopevisio warrants that it will perform its Services in a manner consistent with general industry standards, to the extent applicable to the Products, and that the Services will be performed substantially as specified in the Product descriptions for normal use under normal circumstances.

  2. If the Services to be provided by Scopevisio under this Agreement are defective, Scopevisio shall, within a reasonable period of time and upon receipt of a notice of defect, either remedy the defect or provide the Services again, at its option. If the defect-free performance fails for reasons for which Scopevisio is responsible within a reasonable period set by you, you may reduce the agreed remuneration by a reasonable amount. The right of reduction is limited to the amount of the remuneration attributable to the defective part of the service.

    If the system availability falls below 99% (see also Section II.6), you may reduce your remuneration in accordance with the shortfall.

    Claims for damages shall be governed exclusively by Section XI.

  3. The prerequisite for your warranty claims is that you report errors in the contractual services without delay, stating how and under what circumstances the error occurs, and actively support Scopevisio in troubleshooting to the extent reasonable. If, after checking an error message, it turns out that the error did not occur within Scopevisio’s area of responsibility, Scopevisio may charge you for the costs of checking the error message at the applicable prices. However, this shall not apply if you could not have recognized that the fault did not occur within Scopevisio’s area of responsibility by exercising the necessary care.

  4. SCOPEVISIO MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE THAT

    1. YOUR USE OF THE PRODUCTS WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS
    2. YOUR USE OF THE PRODUCTS WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE
    3. STORED DATA WILL BE ACCURATE OR RELIABLE
    4. INFORMATION OBTAINED IN THE COURSE OF PRODUCT USE IS ACCURATE AND RELIABLE
    5. NY DEFECTS OR ERRORS IN THE PRODUCTS OR FUNCTIONALITY OF THE SOFTWARE PROVIDED TO YOU AS PART OF THE PRODUCT ARE CORRECTED
  5. UNLESS EXPRESSLY AGREED OTHERWISE, ANY ADVICE OR INFORMATION OBTAINED BY YOU FROM SCOPEVISIO SHALL NOT CREATE ANY WARRANTY CLAIM AGAINST SCOPEVISIO.

  6. SCOPEVISIO DOES NOT WARRANT THAT THE PRODUCTS ARE SUITABLE OR AVAILABLE FOR USE IN OTHER LOCATIONS OUTSIDE THE CONTRACT TERRITORY. if you use the products outside the contract territory, you are solely responsible for compliance with all applicable laws, including without limitation the export and import regulations of other countries. REDIRECTION OF THE WEB CONTENT IN VIOLATION OF ANY LAWS IS PROHIBITED.

  7. the disclaimers set forth in clauses 4-6 do not affect your statutory rights, to which you are entitled in any case and which are not subject to modification or cancellation by contract.

XI. LIABILITY

  1. Unless otherwise provided for in this Agreement, Scopevisio, its legal representatives or vicarious agents shall be exclusively and conclusively liable as follows, irrespective of the legal grounds:

    1. Any strict liability of Scopevisio for defects already existing at the time of conclusion of the contract is excluded.
    2. Scopevisio shall be liable for damages caused intentionally and by gross negligence, claims under the Product Liability Act and in the event of injury to life, body or health in accordance with the statutory provisions.
    3. Scopevisio shall only be liable for damage caused by simple negligence on the part of Scopevisio or its vicarious agents if a material contractual obligation has been breached or in the event of default or impossibility.
    4. In the cases of Section XI.1. c)Scopevisio’s liability per damaging event is limited to a maximum amount of your annual remuneration at the time of the damaging event.
  2. Scopevisio will use state-of-the-art virus scanners and firewalls in order to prevent or stop unauthorized access to your data and the transmission of harmful data, in particular viruses.

    You acknowledge that complete protection against harmful data is not possible, as viruses, worms, Trojans, spam and other security risks are constantly being newly or further developed. Scopevisio points out that even the security products used by Scopevisio cannot provide 100% protection against harmful content. Scopevisio therefore assumes no liability and warranty for the security of a SaaS service against corresponding threats, insofar as Scopevisio has fulfilled its above obligations.

    If a threat cannot be eliminated by other means in a technically and economically reasonable and promising manner, Scopevisio is entitled to delete data from you that contains damaging content. Scopevisio will inform you of this.

  3. Scopevisio points out that according to the state of the art it is hardly possible or only possible with disproportionate and uneconomical effort to develop software in such a way that it works error-free in all applications and combinations. Therefore, Scopevisio assumes no liability for the flawlessness of its products. In particular, Scopevisio does not warrant that its products will interoperate with third-party programs unless expressly provided for in the product description.

  4. Scopevisio shall not be liable for indirect damage, consequential damage or loss of profit.

  5. Any further claims by you other than those specified in this agreement, irrespective of their legal basis, are excluded.

  6. The Website and Products may contain hyperlinks to other websites, content or sources. Scopevisio has no influence on websites or sources provided by third parties. For illegal, incorrect or incomplete content and especially for damages resulting from the use or non-use of such information, only the provider of the site to which reference was made is liable, not the one who merely refers to the respective publication via links. Scopevisio is not responsible for any contents linked or referred to from his pages – unless Scopevisio has full knowledge of illegal contents and would be able to prevent the visitors of his site from viewing those pages.

XII. MUTUAL INDEMNIFICATION / INFRINGEMENT OF PROPERTY RIGHTS

  1. Within the scope of your product use, you shall comply with all applicable laws and other legal provisions of the Federal Republic of Germany. In particular, you are prohibited from posting any data or content that violates any laws or infringes any intellectual property rights or other rights of third parties. You are responsible for the data and content you provide. Scopevisio does not check the content for correctness, freedom from viruses or virus-related processability.

  2. You agree that you are solely responsible for any breach of your obligations under the terms of this Agreement and for the consequences thereof. You shall indemnify Scopevisio against any claims, including reasonable legal defense costs, based on your unlawful or non-contractual use of the Services or your Users.

  3. To the extent that you are convicted by a court of law of an infringement of industrial property rights and copyrights of third parties due to the contractual use of the Services provided by Scopevisio, Scopevisio shall indemnify you against such claims under the following conditions:

    • You shall notify Scopevisio in writing without undue delay as soon as you have become aware of the claims asserted against you, and
    • You grant Scopevisio control over all defense actions and settlement negotiations. In particular, you will not make any judicial or extrajudicial acknowledgement of any claims of the third party, and
    • ou will reasonably assist Scopevisio in the defense or settlement of the claims.
    • See para. 5
  4. In addition to the indemnification obligation under the foregoing Section, Scopevisio shall only be liable to you for damages in accordance with Section XI if Scopevisio is at fault for the breach.

  5. Your rights under this section shall not apply if the infringement of property rights is based on the fact that you have

    • have made a change to the Products that has not been approved in writing by Scopevisio under this Agreement or otherwise, or
    • you use the contractual services in a manner other than that for which they are intended in this Agreement, or
    • you combine the Products with hardware or software that does not meet the requirements set forth in the Description.

XIII. FORCE MAJEURE

  1. Events of force majeure that make performance substantially more difficult or temporarily impossible shall entitle either party to postpone performance for the duration of the impediment and a reasonable start-up period.

  2. Industrial disputes and similar circumstances shall be deemed equivalent to force majeure insofar as they are unforeseeable, serious and not the fault of either party: Official orders, the failure of communication networks or gateways of other operators as well as disruptions in the area of other telecommunication or service providers shall also be deemed comparable events. The parties shall notify each other of such circumstances without delay.

  3. Liability due to force majeure, in particular for strikes, riots, fire, floods, terror and other natural disasters as well as circumstances for which the parties are not responsible, such as power failures and interruption or destruction of data-carrying lines and circumstances of the previous item 2 shall be excluded.

  4. A refund of fees in the event of service failures due to a disruption outside Scopevisio’s area of responsibility is excluded.

XIV. DATA SECURITY / DATA PROTECTION / BACKUP / RETENTION REQUIREMENTS

  1. For more information on data security, data backup and backups, please refer to the service description (LINK).

  2. As a customer, you are responsible for complying with statutory retention obligations. Scopevisio offers you (especially in the area of financial accounting) a number of options to perform your own data export for data backup. You can find more information on this in the online help.

XV. DATA PROTECTION

  1. Both contractual partners shall comply with the applicable data protection regulations, in particular those valid in Germany, and shall oblige their employees deployed in connection with the contract to maintain confidentiality in accordance with the EU Data Protection Regulation (DSGVO). Other statutory and professional secrecy and confidentiality obligations shall remain unaffected.

  2. If the Customer collects, processes or uses personal data itself or through Scopevisio within the meaning of Art. Article 4 No. 1 DSGVO, he shall be liable as the person responsible within the meaning of Article 4 No. 7 DSGVO that he is entitled to do so in accordance with the applicable provisions, in particular those of data protection law, and shall indemnify the Provider against third party claims in the event of a breach.

    If the data to be processed is personal data, Scopevisio is a processor within the meaning of Article 4 number 8 DSGVO. Scopevisio as a processor is obliged to comply with instructions of the customer. These instructions must be communicated in writing in due time. The Customer has the option to conclude an agreement on commissioned processing in accordance with Article 28 DSGVO. The corresponding annex shall be supplemented by the technical and organizational measures (TOM) taken and the lists of the subcontractors used by Scopevisio.

  3. In the relationship with Scopevisio, you as the customer remain the sole party authorized to dispose of and own all customer-specific data (input/output data, processed data, stored data).

    Not Scopevisio, but you alone are responsible for the correctness, accuracy, quality, integrity, legality, reliability, suitability and in connection with all data submitted to Scopevisio. Scopevisio shall not be liable for any deletion, correction, destruction, damage, loss or failure to store your data for which you are responsible. Scopevisio does not carry out any control of the data and content stored by you. Scopevisio is only entitled to process your data according to your instructions and within the scope of the execution of the contract.

  4. n principle, you are not entitled to demand access to Scopevisio’s premises and data center. An exception to this is your right of control according to Article 28 (3) h DSGVO. In the course of this legal regulation, the responsible party, or an auditor commissioned by it, may be granted access after prior notification in order to check compliance with the technical and organizational measures taken as well as the other agreements within the scope of the commissioned processing.

  5. Further information on Scopevisio’s handling of personal data can be found in the Scopevisio AG privacy policy. If you have additional questions, you can contact our data protection officer at datenschutz@scopevisio.com.

XVI. TRADEMARKS, LOGOS

  1. Unless otherwise agreed with Scopevisio, the Terms of Agreement do not give you the right to use Scopevisio’s trade names, trademarks, service marks, logos, domain names and other distinctive Scopevisio marks. You agree not to remove, obscure or alter any proprietary rights notices (including copyright and trademark notices), if any, affixed to or contained in the Products.

XVII. EXPORT CONTROLS

  1. Scopevisio’s Internet site provides services and uses software and technology that may be subject to U.S. export controls imposed by the U.S. Department of Commerce, the U.S. Treasury Department’s Office of Foreign Asstes control and other U.S. agencies, as well as Swiss and European Union (EU) export control regulations. You acknowledge that the Site may not be transferred or otherwise exported or re-exported to any country to which the U.S., Switzerland and/or EU have embargoed goods, or to any national or resident of such country or to any person or entity listed on the U.S. Treasury Department’s Specially Designated National List or the U.S. Commerce Department’s Table of Denial Oders. The lists of embargoed countries and designated persons are subject to change without notice. By using the products offered by Scopevisio, you warrant that your location is not in an embargoed country and that you are not under the control of an embargoed country or a national or resident of an embargoed country or a designated person. You agree to strictly comply with all U.S., Swiss and EU export laws and assume sole responsibility for obtaining any required licenses for exports or re-exports.

  2. Scopevisio’s products may use encryption technology subject to licensing requirements under the U.S. Export Administration Regulations, 15 C.F.R. Parts 730-774 and Council Regulation (EC) No. 1334/2000.

XVIII. FINAL PROVISIONS

  1. The assignment of rights and claims arising from the contract, unless expressly permitted, is only permitted with the prior written consent of Scopevisio. Scopevisio shall, however, be entitled to assign the contract as a whole to companies affiliated with it.

  2. The Terms of Contract constitute the entire agreement between you and Scopevisio and govern your use of the Products. However, services that Scopevisio provides to you under a separate written agreement are excluded. The Terms of Agreement supersede in their entirety any prior agreements.

  3. Failure to exercise or enforce any right or remedy granted under the Terms or to which Scopevisio is entitled under applicable law shall not be deemed a formal waiver of Scopevisio’s rights – rather, Scopevisio shall continue to be entitled to such rights.

  4. If individual provisions are or become invalid in whole or in part, this shall not affect the validity of the remaining clauses. The contractual partners shall be obligated, within the scope of what is reasonable and in good faith, to replace the invalid clause with a permissible provision that is equivalent to it in terms of economic success, provided that this does not result in any material change to the content of the contract. The same shall apply to any loopholes in the contract.

  5. The place of performance and exclusive place of jurisdiction for all disputes arising from this Agreement shall be Bonn, provided that you are a merchant or equivalent. Scopevisio shall also be entitled to bring an action before the court that has general jurisdiction over the customer’s registered office.

  6. The laws of the Federal Republic of Germany shall apply exclusively, with the exception of the UN Convention on Contracts for the International Sale of Goods (CISG). Notwithstanding the foregoing, you agree that Scopevisio shall nevertheless be permitted to seek injunctive or equitable relief in other jurisdictions.

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