Terms and Conditions (T&Cs)
Effective Date: January 1, 2025
1. Scope
(1) These Terms and Conditions (T&Cs) apply to all contracts for the use of the “Secure Workspace” Software-as-a-Service (SaaS) between the provider Heidl IT (hereinafter referred to as the “Provider”) and its customers (hereinafter referred to as the “Customer”).
(2) Any terms and conditions of the Customer that deviate from, conflict with, or supplement these T&Cs will not become part of the contract unless the Provider explicitly agrees to their validity in writing.
2. Conclusion of Contract
(1) The contract for the use of “Secure Workspace” is concluded when the Customer registers on the Provider’s website and enters into a service agreement (e.g., by clicking a button labeled “Order with costs,” “Register now,” or similar) or when both parties sign a written contract.
(2) By registering or signing the contract, the Customer makes a binding declaration that they wish to use the Provider’s SaaS services. The Provider may accept the Customer’s offer within five business days.
3. Description of Services
(1) The Provider makes the “Secure Workspace” software available to the Customer via the internet. No installation of the software on the Customer’s systems is required.
(2) The functionality of the software is determined by the current service description on the Provider’s website or in a written contract. The Provider is entitled to further develop and adapt the software, provided that this does not significantly impair the core scope of the agreed services.
(3) The Provider ensures a reasonable level of service availability. Temporary limitations or interruptions of availability may occur due to maintenance work, software updates, force majeure, or other circumstances outside the Provider’s control. The Provider will endeavor to keep any adverse effects to a minimum.
4. Prices and Payment Terms
(1) The fees payable by the Customer are based on the current price list or on the individual contract. Unless otherwise specified, all prices are quoted net, exclusive of statutory VAT.
(2) Payment for SaaS services is to be made in advance on a monthly or annual basis, as agreed.
(3) If the Customer is in default of payment, the Provider is entitled to refuse or restrict further provision of the services until the outstanding amounts are settled. The right to claim additional damages caused by default remains unaffected.
5. Obligations of the Customer
(1) The Customer is obligated to keep the login credentials (username, password) confidential and protect them from unauthorized access by third parties. The Customer must change the password regularly and must not disclose it to third parties.
(2) The Customer is responsible for all content and data processed or stored through “Secure Workspace.” The Customer must ensure that use of the software does not violate any legal provisions or third-party rights.
(3) Furthermore, the Customer is obligated to use the software only within the contractually agreed scope and to refrain from any activities that could impair the software’s functionality (e.g., abusive use, distribution of viruses).
6. Contract Term and Termination
(1) The contract term is based on the chosen subscription model or the individual contract. Unless otherwise agreed, the contract is entered into for an indefinite period with a minimum term of 12 months.
(2) Both parties may terminate the contract by giving [e.g., four weeks’] notice prior to the end of the minimum term or the end of a billing period in text form (e.g., email, letter), unless otherwise agreed.
(3) The right to extraordinary termination for good cause remains unaffected. A good cause particularly exists if one of the parties repeatedly breaches essential contractual obligations despite being given formal notice.
7. Liability
(1) The Provider has unlimited liability in cases of intent and gross negligence, as well as in cases of injury to life, body, or health.
(2) In cases of ordinary negligence, the Provider is only liable for breaches of essential contractual obligations (cardinal obligations). In this case, the Provider’s liability is limited to the foreseeable damage typical for this type of contract. Essential contractual obligations are those whose fulfillment makes the proper performance of the contract possible in the first place, and on the compliance with which the Customer regularly relies.
(3) Any further liability on the part of the Provider is excluded. The provisions of the Product Liability Act remain unaffected.
8. Data Protection
The Provider collects and processes personal data of the Customer as well as the Customer’s employees and customers solely within the framework of applicable data protection laws. For more information, please refer to the Provider’s Privacy Policy.
9. Changes to These T&Cs
(1) The Provider reserves the right to amend these T&Cs for good cause (e.g., changes in the law, expansion of the service offering).
(2) The Provider will inform the Customer of any planned changes in text form. The Customer has the right to object to these changes within two weeks from receiving the notice of changes. If the Customer does not object in due time, the changes are deemed accepted. The Provider will explicitly inform the Customer about the right of objection and the consequences of remaining silent in the notice of changes.
10. Final Provisions
(1) The contractual relationship between the Provider and the Customer shall be governed by the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG). For consumers, this choice of law only applies to the extent that it does not deprive the consumer of the protections afforded by mandatory provisions of the law of the country where the consumer has his or her habitual residence.
(2) If the Customer is a merchant, a legal entity under public law, or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from this contract is the Provider’s registered office. However, the Provider is also entitled to sue at the Customer’s general place of jurisdiction.
(3) If any provision of these T&Cs is or becomes invalid in whole or in part, the validity of the remaining provisions shall not be affected. The invalid provision shall be replaced by a provision that most closely approximates the economic purpose of the invalid provision.