These conditions (hereinafter “EULA”) form the basis for the use of the online services (hereinafter “Cratos GmbH” or “SaaS Service”) offered by Cratos GmbH, Georgstraße 36, 30159 Hannover by the contractual partner (hereinafter “Customer”).
These EULA shall apply exclusively; any terms and conditions of the customer which conflict with or deviate from our terms and conditions set forth herein shall not be recognised unless Cratos GmbH expressly agrees to their validity in writing.
These EULAs govern the provision of the SaaS Service by Cratos GmbH to customer. With the SaaS Service, Cratos GmbH provides the customer with the technical possibility and authorization to access the SaaS Service, which is operated on a server operated in the Name of Cratos GmbH, via the Internet directly via web browser and to use the functionalities of the SaaS Service within the framework of this agreement.
The nature and extent of the SaaS Service functions are described in detail under …. The contractual services are agreed in the respective (electronic) order of the customer.
The average availability during the operating hours in the area of responsibility of Cratos GmbH shall be 99 % as a monthly average. Scheduled maintenance times of the system are not included in the calculation of availability. During these times, the application may still be available, with interruptions and restrictions where applicable; however, there is no entitlement to use. If maintenance work becomes necessary during operating hours and the application is therefore not available, Cratos GmbH will inform the customer of this in good time if possible.
The customer shall immediately notify Cratos GmbH in writing of any errors in the services covered by the contract and indicate how and under what circumstances the error or defect occurs and actively support Cratos GmbH in the search for the error.
In all other respects and unless otherwise agreed in the order, Cratos GmbH shall not owe any further services. In particular, Cratos GmbH is not obliged to provide onsite installation, setup, consulting, adaptation and/or training services or to create and provide individual programming or additional programs.
For the duration of the agreed use, Cratos GmbH grants the Customer the non-exclusive, non-transferable, non-sublicensable right to access the SaaS Service on the server of Cratos GmbH via the Internet and to use the functionalities associated with the SaaS Service in accordance with this EULA via web browsers for a fee. The customer does not receive any further rights, in particular to the software, which is basis for the Service. This software is not transferred to the customer.
The customer is not entitled to use the SaaS Service beyond the use permitted under this contract or to make it accessible to third parties. In particular, the customer is not permitted to duplicate, sell or temporarily transfer the online service or parts thereof, and above all not to rent or lend it out.
The customer may only use the SaaS Service for his own business activities by his own personnel and/or commissioned third parties who use the SaaS Service for him (“authorised users”). The Customer shall ensure that the Authorised Users use the SaaS Service only within the scope of and in accordance with this EULA.
The customer will not misuse the SaaS Service in any way or have it misused, in particular will not transmit any illegal content. The customer will also refrain from any attempt to retrieve information or data unauthorized by himself or by unauthorized third parties or to interfere or allow interference in programs operated by Cratos GmbH or to penetrate data networks of Cratos GmbH unauthorized.
When using the SaaS Service as well as the contractual services, the customer will observe all applicable laws and other legal provisions. In particular, the customer is prohibited from uploading data or content that violates legal regulations, infringes third-party property rights or copyrights or other rights of third parties. The customer is responsible for the data and content provided by him. Cratos GmbH does not check the content for legality or accuracy.
The customer shall indemnify Cratos GmbH against all claims by third parties which are based on an unlawful use of the SaaS Service by him or which are made with his approval or which arise in particular from data protection, copyright or other legal disputes connected with the use of the SaaS Service. If the customer recognises or must recognise that such an infringement is imminent, Cratos GmbH is obliged to be informed immediately.
The customer shall protect the usage and access authorisations assigned to him or to the users as well as identification and authentication backups against access by third parties and shall not pass them on to unauthorised users. As soon as the Customer has indications that the usage and access authorisations have been illegally obtained by a third party or could be misused, the Customer is obliged to inform Cratos GmbH immediately in order to mitigate the damage.
For each case in which the customer culpably enables third parties to use the SaaS Service, the customer shall pay an immediately due contractual penalty in the amount of twice the agreed remuneration. Cratos GmbH reserves the right to claim damages. In this case, the contractual penalty shall be set off against the claim for damages. In the event of an unauthorized transfer of use, the customer must provide Cratos GmbH immediately upon request with all information required to assert claims against the user, in particular the user’s name and address.
If the contractual use of the SaaS Service is impaired through no fault of Cratos GmbH by the property rights of third parties, Cratos GmbH shall be entitled to refuse the services affected thereby. Cratos GmbH will inform the customer of this immediately and enable him to access his data in an appropriate manner. In this case the customer is not obliged to pay. Other claims or rights of the customer remain unaffected.
The Customer shall regularly back up the data transmitted to the SaaS Service in accordance with the risks involved and create its own backup copies in order to ensure reconstruction of the data and information in the event of loss. The data backup within the SaaS Service takes place according to the state of the art and with appropriate consideration of technical risks.
If there are concrete indications that the customer is violating or has violated one of the essential obligations stipulated in this contract, the statutory provisions or the rights of third parties, or if Cratos GmbH has any other justified interest, Cratos GmbH shall be entitled,
· delete, deactivate or modify the data concerned,
· to take other appropriate measures, such as warning the customer,
· immediately block the Customer’s access to the SaaS Service.
When deciding on a measure, Cratos GmbH will consider the legitimate interests of the customer, especially if the customer is not to blame for the violation. Cratos GmbH will inform the customer in all cases before the blocking by email.
Access shall not be restored until the breach of the essential obligation concerned has been permanently remedied or the risk of recurrence eliminated. In the event of particularly serious or repeated culpable violations, Cratos GmbH is entitled to permanently block the customer’s access to the SaaS Service and its data.
The agreed remuneration as well as the accounting period for the contractual services result from the customer’s order. All remuneration and fees stated are exclusive of the statutory value-added tax applicable at the time the service is rendered.
The customer shall pay the contractually agreed remuneration for the relevant billing period in advance using the chosen payment method. Irrespective of the chosen payment method, the customer must always keep the data provided for billing purposes and his customer data up to date and inform Cratos GmbH immediately of any changes.
If the customer a) defaults on payment of the remuneration or a significant part thereof for two consecutive accounting periods or b) defaults on payment of the remuneration in an amount equal to the remuneration for two accounting periods in a period extending over more than two accounting periods, Cratos GmbH shall be entitled to terminate the contract without notice. We expressly reserve the right to assert further claims due to delayed payment.
Cratos GmbH is liable in case of intent and gross negligence as well as in case of violations of the product liability law as well as for claims for damages arising from the GDPR for all damages caused by Cratos GmbH and its legal representatives or vicarious agents according to the legal regulations. In cases of slight negligence, Cratos GmbH shall only be liable for damages caused by it or its legal representatives or vicarious agents as a result of the breach of a essential contractual obligation. Essential are contractual obligations, the fulfilment of which is essential for the proper execution of the contract and on the observance of which the customer regularly relies and may rely. In this case the liability is limited to the replacement of the foreseeable, typically occurring damage. The liability of Cratos GmbH for indirect damages and loss of profit is excluded. The liability of Cratos GmbH for damages (§ 536 a Abs.1 BGB) for defects existing at the time of conclusion of the contract is excluded.
In addition to the storage of data by the customer in the SaaS Service, Cratos GmbH generally does not collect, process or use any personal data of the customer within the scope of providing the services. Cratos GmbH only collects anonymized usage statistics and bug reports. If, however, personal data is nevertheless stored in the SaaS Service, the basis for data processing by Cratos GmbH is the data processing agreement (“DPA”) attached as an annex to these Terms and Conditions, which is expressly agreed between the parties by acceptance of this EULA.
If the customer collects, processes or uses personal data, he shall be responsible for ensuring that he is entitled to do so in accordance with the applicable, in particular data protection regulations, and shall indemnify Cratos GmbH against claims by third parties in the event of a breach.
Cratos GmbH is released from the obligation to perform under this contract if and to the extent that the non-performance of services is due to the occurrence of circumstances of force majeure after conclusion of the contract. Circumstances of force majeure include war, strikes, riots, expropriations, major legal changes, storms, floods and other natural disasters as well as other circumstances for which Cratos GmbH is not responsible, in particular water inrushes, power failures and interruptions or destruction of data-carrying lines. Each Contracting Party shall immediately inform the other Contracting Party in writing of the occurrence of any case of force majeure.
The contracting parties undertake to treat as confidential any trade and business secrets which they – including their vicarious agents – have acquired on the occasion of the initiation of the contract or the performance of the contract.
The contract is concluded for the term agreed in the order (minimum term). The contract shall be extended by the same period as the minimum contract period (extension period) unless one of the parties terminates the contract before the end of the minimum contract period or the respective extension period.
Amendments or supplements to the agreements between the parties must be made in writing.
In the event that one or more provisions of this EULA are or become invalid, the remaining provisions shall remain in force. to replace the legally ineffective provision in the sense and purpose of the contractual relationship by an effective provision which in its economic effect comes as close as legally possible to that of the ineffective provision, by mutual agreement between the parties
The law of the Federal Republic of Germany shall apply to this contract to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG) and the German conflict of laws provisions.
If the customer is not a consumer within the meaning of § 13 BGB (German Civil Code), the place of jurisdiction for all disputes arising from this contract including its appendices shall be Munich. The same applies if the customer does not have a general place of jurisdiction in Germany or if his place of residence or habitual abode is not known at the time the action is filed.
The contract language is German. This EULA is available in German and English. For the interpretation of individual regulations and/or in the event of contradictions between the language versions, the German language version alone shall be authoritative and binding.