Conrad Connect Professional – General Terms & Conditions

September 2019

The present Terms & Conditions govern the full range of cloud-based services provided through the website 

 

pro.conradconnect.com

 

(the service is hereinafter referred to as “Conrad Connect Professional” or “CC Professional”)

 

owned and maintained by 

 

Conrad Connect GmbH,

Klaus Conrad Strasse 1,

92240 Hirschau,

Germany

 

(hereinafter referred to as “Conrad Connect”, “we”, “us”, etc). When registering on our site you will be asked to agree to the terms outlined below. 

 

Conrad Connect Professional is available only for legal entities, represented by adult natural persons under German law. Consumers in the sense of § 13 of the German Civil Code (Bürgerliches Gesetzbuch – BGB) cannot register to and use Conrad Connect Professional. 

 

By registering to Conrad Connect Professional you confirm that you are a lawful representative of the given legal entity, and that all information related to the legal entity provided by you to Conrad Connect is complete, correct and up to date.

 

 

 

  1. Conrad Connect Professional
     

    1. We maintain an Internet platform through which commercial enterprises can interlink a large number of products viewing their details or status on our website afterwards. These products include both physical items and digital applications. The subject matter of the service is limited to allowing remote control or monitoring of the integrated products.
       

    2. Registering and using the Conrad Connect Professional platform (hereinafter referred to as “account subscription”) is subject to a fee according to the actual pricing terms made available at pro.conradconnect.com. Moreover, you can choose between a range of premium services that may come at an additional fee. However, you are not obliged to sign up for any of these services.
       

    3. The Conrad Connect Professional Service Marketplace offers additional services some of which may be subject to a charge. If you opt for one or several of these services the following conditions apply.
       

      1. The marketplace lists both services provided by Conrad Connect (“Native Services”) and by third parties (“Partner Services”).
         

      2. Native Services are associated with the functions and features of your user account. For instance, you may use Native Services to increase the number of projects available to you.
         

      3. Partner Services comprise services provided by Service Partners such as insurance companies, artificial intelligence providers, instant messaging providers, and others. Conrad Connect enables you to link and use these services with your smart devices.
         

      4. Both types of services can be subscribed to on the Service Marketplace. If you opt for a Native Service, you will be entering into a contractual agreement with us. In this case, we will also be your contact partner. Selecting a Partner Service means that the service agreement entered into will be between you and the respective third party provider who then will be your sole point of contact for the chosen service.
         

      5. The present Terms & Conditions also apply to services purchased from Service Partners. If you agree to the Terms and Conditions of one of our partners as part of the purchasing process, these terms will apply in addition. If any of the third party terms is in conflict with, or inconsistent with, the terms of the present agreement, the present agreement shall prevail unless otherwise specified herein.
         

    4. The obligations according to § 312i para. 1 sentence 1 nos. 1 to 3 BGB and § 312i para. 1 sentence 2 BGB are excluded in this respect.
       

  2. Contract Conclusion, Subscription Process, Login Details, Passwords
     

    1. In order to be able to use the Services of the Conrad Connect Professional platform, you must register. For this purpose, the web form available at pro.conradconnect.com must be completed and sent to us (your offer). We will decide at our own discretion whether to accept the offer. You will be notified of the admission.
       

    2. During the registration process, you must create a personal profile. You undertake to provide the correct and complete data requested, in particular a valid email address. The email address provided by you is the contact address between you and us. We will send all information concerning the contractual relationship to this contact address.
       

    3. You agree to take all steps necessary to protect your platform login details against unauthorised use by a third party. In particular, you undertake not to disclose your password even upon request. We would like to point out that our employees or agents are not entitled to ask for your password. However, username and password may be shared with a third party in compliance with the terms outlined in 2.6.
       

    4. You must notify us without undue delay if you realise that the safety of your login details has been compromised. You agree to change all relevant information immediately, and to contact us to request an account reset (subject to verifying your identity) if you suspect that your login details have been disclosed to a third party.
       

    5. You agree to make sure that any information you provide using our platform does not infringe any third party rights, including intellectual property and copyrights, registered trademarks and the right of publicity.
       

    6. On Conrad Connect Professional you may be enabled to invite more users to your account, who will be able to see and use specific data and resources of your account (multi user function). Granting such access is solely your liability and by doing so the present Terms and Conditions will apply for these invited users as well.
       

    7. Your account is generally not transferable to a third party.
       

  3. System Requirements & Platform Upgrades
     

    1. Using the platform requires an internet connection and a compatible browser, such as Microsoft Internet Explorer (version 9.0 onwards), or Mozilla Firefox (version 24 onwards). Setting up connection and browser may incur costs.
       

    2. We reserve the right to upgrade our platform at any time, choosing the extent of services we provide at our own discretion. Platform users do not have the right to demand platform upgrades, specific features and functions.  

 

  1. Service Availability
     

    1. The overall percentage of platform downtime measured at the datacentre router outlet shall not exceed five (5) percent per operating year (see 4.2). In this context, the term “availability” shall refer to the overall time the gateway is usable during an operating year.
       

    2. The term “operating year” shall refer to a period of twelve (12) months commencing on the day you sign up for our services, and successive 12 months periods. Time spent carrying out planned maintenance, system updates or modifications shall not be regarded as a part of the operating year as long as these operations are a) carried out between 8 pm and 6 am CET, and b) are announced at least seven (7) days beforehand. However, this does not apply if it becomes necessary to reduce or withdraw service at short notice, e.g. due to environmental reasons, such as power failures, or under circumstances where immediate shutdown is required to save equipment or data. 
       

    3. As a bridge between users’ smart devices, between smart devices and webservices, or between smart devices, webservices and Service Partners, Conrad Connect is part of a data transmission chain. In this context, Conrad Connect only has limited influence on an interference-free data transmission and only limited liability.
       

  2. Costs and payment modalities
     

    1. Using the Conrad Connect Professional platform is subject to a recurring fee (hereinafter referred to as “account subscription fee”).
       

    2. Some services listed on our Service Marketplace may incur one-time or periodically recurring fees. If so, we will notify you at the time you are purchasing the service.
       

    3. For the account subscription fee and the fee of the Native Services and Partner Services, Conrad Connect accepts credit card payments. You shall ensure that sufficient funds are available on your registered credit card, and that the credit card details provided are kept up to date. All payments are processed by Stripe Inc., USA.
       

    4. For the account subscription fee, the Native Services and the Partner Services that come at a fee, the fee will be charged either once at the time of booking, or in monthly cycles starting at the time of booking, both in accordance with the chosen payment method. Invoicing for the account subscription and for the Native Services will be done by Conrad Connect. Invoicing for Partner Services will be done by the respective Service Partner.
       

    5. In case that a payment fails, the user will be informed by email and will be asked to promptly review the provided payment details. For the account subscription fee and for the native services, Conrad Connect will, within the next four days, conduct two more attempts to charge the fee. Should those attempts also fail, Conrad Connect will disable the account subscription or the respective service.  For Partner Services, it is depending on the Service Partner’s individual settings whether and how many additional attempts to charge the fee will be undertaken before the service will be disabled.
       

    6. If Service Partners provide differing or complementary booking and payment conditions, users will be notified about them before service booking, either in the service description or in the Service Partner’s user terms and conditions.
       

  3. Deletion of Content, Data, Sanctions
     

    1. If a third party complains about a content uploaded by you or if we detect a problem with content or data uploaded by you, we will be entitled to remove this content or data from the site immediately and without any review in order to avoid legal disadvantages.
       

    2. Conrad Connect is entitled to temporarily disable your access immediately if
      - you violate these T&C,
      - there are reasonable grounds to suspect that a third party is (co-) using your
        access - not in compliance with these T&C,
      - there is another case of misuse of the services,
                  - there is a reason for termination for cause.

       

    3. If possible and adequate, you will be informed of the disablement in good time (warning).
       

  4. Term and Termination
     

    1. The agreement enters into force upon acceptance by us or activation of your account and is concluded for an indefinite period of time. It can be terminated by us at any time with one month's notice to the end of the month. Such a termination shall be deemed a regular termination of all Services purchased via the Service Marketplace. If, at the end of the contract, Services purchased via the Service Marketplace are still open, the contract shall be extended until the complete settlement of the last Service.
       

    2. You can terminate the present agreement by deleting your Conrad Connect professional account any time. By deleting your account all your already paid but still open Services will be cancelled immediately as well. Conrad Connect will not refund you for the already paid account subscription period, or for the already paid service period. Please note that in this case all access to data and resources on your account will be disabled and neither you nor the invited users according 2.4 will have access to them anymore unless you give us notice that you wish to export your data. Your data must then be exported within 10 days after deletion of your account.
       

    3. We will irrevocably delete all data of your account 30 days after termination of the agreement or deletion of your account by you. Legal documentation and storage obligations shall remain unaffected.
       

    4. You can cancel Native Services by unsubscribing at the Service Marketplace at any time. Cancellation will take effect at the end of the ongoing booking cycle, hence after unsubscribing, the service will still be enabled for you during the already paid period. No refund will be provided.

 

    1. You can cancel a Partner Service by unsubscribing on the Service Marketplace at any time.  Cancellation terms specified for Native Services apply to Partner Services, unless the Service Partner set different rules in their terms of use or in their service description.
       

    2. The right to terminate for cause remains unaffected. In particular, we shall be entitled to terminate for cause if:
       

  1. you violate material provisions of these T&C and this breach is not remedied within a period of one week despite a written warning. "Material provisions" in this sense are in particular:

    - the obligation to provide correct information,
    - the prohibition to make the allocated password accessible to third parties

     

  2. you are in default of payment of the monthly fee (or a significant part thereof) for two consecutive dates; or,
     

  3. you are in default, in a period which extends over more than two dates, of payment of the monthly fees of an amount which reaches the fees for two months.
     

  4. if you have been repeatedly and legitimately blocked from the Service

 

    1. The aforementioned extraordinary rights of termination can be exercised with a period of 4 weeks after knowledge of the circumstances that entitle to extraordinary termination.
       

  1. Data Privacy

    We collect and process any personal and company (or other legal entity) information you provide us with in full compliance with current data protection law. For details, please refer to our Data Privacy Policy available at pro.conradconnect.com/en/privacy

     

  2. Liability
     

    1. Where your damages have been caused by us or our representatives or vicarious agents (Erfüllungsgehilfen) with intent or gross negligence (grobe Fahrlässigkeit), the statutory provisions shall apply. The same applies for damages from injury to life, body or health due to our or our representatives or vicarious agents’ negligent breach of duty. The provisions of the Product Liability Act shall also remain unaffected.
       

    2. In cases of damages and financial losses caused by simple negligence, we and our vicarious agents shall only be liable in the event of a breach of a material contractual obligation (wesentliche Vertragspflicht), but limited in amount to the damage foreseeable and typical of the contract at the time of conclusion; material contractual obligations are those whose fulfilment characterizes the contract and on which you may rely.
       

    3. To the extent that we are liable only in the amount of typically foreseeable damage pursuant to 9.2, that liability shall additionally be limited to a maximum of
      10 000 EUR.

       

    4. To the extent that we are liable only in the amount of typically foreseeable damage pursuant to section 9.2, we shall not be liable for indirect damage, consequential damage caused by a defect, or lost profit.

 

    1. We shall only be liable for the loss of data if you have taken reasonable precautions against the loss of data, in particular by making back-up copies of all and data in machine-readable form at least once a day, or if the loss of data could not have been avoided even if this obligation had been observed. Our liability shall be limited to the cost of recovery. If you are unable to provide a backup copy necessary to restore the data, we shall be fully released from liability. Our liability for loss of data is otherwise subject to the limitations of this Section 9.
       

    2. As bridge between users’ smart devices, between smart devices and webservices, or between smart devices, webservices and Service Partners, Conrad Connect Professional is part of a data transmission chain. Data transmission is not only influenced by the availability of Conrad Connect Professional, but in addition also by users’ devices and networks, hardware manufacturers, webservice providers, service partners and other third parties involved. Conrad Connect has no influence on, and therefore is not responsible for interference-free data transmission by users’ devices and networks, hardware manufacturers, webservice providers, service partners and other third parties involved in data transmission.  
       

    3. Our liability shall be excluded in cases other than those specified above, irrespective of their legal grounds.
       

    4. Above terms also apply to any legal representative, administrator or executor appointed by us, and acting on our behalf.
       

  1. Modification of these terms of use, the service description and the prices
     

    1. Conrad Connect shall be entitled to amend these Terms of Use insofar as this does not affect essential provisions of the contractual relationship and the amendment is necessary for adaptation to developments which could not have been foreseen at the time of conclusion of the contract and the non-observance of which would noticeably disturb the balance of the contractual relationship. Essential provisions are, in particular, those concerning the type and scope of the contractually agreed subject matter of the Agreement and the term including the provisions on termination. 
       

    2. Conrad Connect shall also be entitled to amend or supplement the Terms of Use to the extent necessary to remedy any difficulties in the performance of the Agreement due to regulatory gaps in the provisions which have arisen since the conclusion of the Agreement. This may be the case, in particular, if one or more clauses of these Terms of Use have been revoked in whole or in part by courts of law.

 

    1. Conrad Connect shall be entitled to change the subject matter of the Agreement (1) if this is necessary for good reason, (2) if the User is objectively not disadvantaged (e.g.,retention, maintaining or improving accessibility)  and (3) if the subject matter of the Agreement is not substantially deviated from. There is a good reason to change the subject matter if (1) Conrad Connect adapts the subject matter to technical developments; (2) if third parties from whom Conrad Connect obtains necessary advanced services necessary for the provision of their services change their service offer; or (3) legal provisions or court decisions make a restriction or extension of the subject matter necessary.
       

    2. Conrad Connect is entitled to increase the agreed fees in order to pass on increased costs to the User. In particular, the right to adjust prices covers the case that third parties as advanced service providers performing services for Conrad Connect under this contract increase their prices. Conrad Connect shall also be entitled to adjust its prices accordingly in the event of an increase in turnover tax.

    3. In case of amendments of any provisions of this agreement Conrad Connect shall inform the User with a reasonable notice period of at least six (6) weeks before the amendment takes effect.  The User will be asked to review the intended changes within this period. If the User objects to the changes, the user account will need to be deleted before the changes become effective. 7.2 applies.

 

 

  1.  Supplemental Terms & Jurisdiction
     

    1. There are no oral or other supplemental agreements. Should individual contractual provisions be or become invalid in whole or in part, the remainder of the contract shall remain in force. The same shall apply if a gap is found in this contract. The contracting parties shall endeavour to replace the invalid provision, in whole or in part, by an appropriate provision which - as far as legally possible - comes as close as possible to what the contracting parties would have wanted if they had considered the invalidity. The same applies to the subsequent discovery of a contractual gap.
       

    2. These terms shall be governed by and construed in accordance with the laws of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sales of Goods (CISG).
       

    3. Both parties submit their disputes arising out of or in connection with this Service Agreement to the exclusive jurisdiction of the courts of Amberg, Germany.
       

    4. If this Agreement has been translated into a language other than German, and if the translated version is different from the German language version, the German language version will take precedence.