Terms of Service
of plazz AG < hereinafter referred to as PLAZZ >
Version: November 2019
1. General Information
1.1 For all offers, closed deals and MEA applications the terms of service, in short ToS, of plazz AG – named PLAZZ hereafter, apply.
1.2 Clauses or agreements deviating from this document will not be acknowledged by PLAZZ, except if they have been part of a quotation by PLAZZ and agreed on in writing.
1.3 PLAZZ is entitled to change these terms of service at any point in time. Changes to the terms of service will be sent to the e-mail address provided by the customer, at least 2 weeks before taking effect.
2. Order Placement / Service Agreement
2.1 All quotations are subject to change and can be revoked by PLAZZ, at the latest until the next workday following a legally binding order confirmation from the customer. Based on a request PLAZZ creates a complementary quotation, which will require a timely confirmation in writing. This agreement can be transmitted via mail, e-mail or fax. Orders placed by the customers acquisition department need reference to a quotation by PLAZZ, and possible event details.
2.2 A quotation is also counted as binding and approved, if an informal and timely acceptance or approval, has been carried out by e-mail.
2.3 If the timely acceptance/approval of a quotation or an assignment by the customer has taken place, PLAZZ is free to accept the order to the agreed terms or propose changes to aspects regarding time, cost or content. These changes will need acceptance/approval of the purchaser for a contract to take effect.
2.4 With an order placement the terms of service are considered as accepted.
3. Customer Cooperation
3.1 The customer agrees to properly declare all necessary data.
3.2 PLAZZ reserves the right to separately charge processing efforts for documents and materials that haven’t been declared in a proper manner.
3.3 If PLAZZ agrees to later changes, proposed by the customer, the emerging additional cost will be charged according to the work effort of incorporating those changes, based on the agreed hourly/daily rate.
3.4. The acceptance of a quotation includes the consent, that PLAZZ is able to use the customers logo on their webpages and mention them as a customer.
4. Scope of Services and Fees (Payment)
4.1 The scope of services is based on all valid customer information at the time of order confirmation. The customer has no right to later claim service additions or alterations in prices of approved service packages by PLAZZ, nor the right to receive a payment refund. This especially does not justify a right of termination. Yet, an extension of the provided services can be carried out after approval by PLAZZ.
4.2 One-time payments, provision payments, variable payments as well as purchase prices for other products will be charged or billed upon service provision or directly prior to service delivery. Deviations are possible in special circumstances, provided that it was contractually agreed on.
4.3 All declared prices are in EURO and net, without statutory VAT (currently 19%, which will be added to the invoice).
4.4 The final invoice will be issued after service provision at the latest. Payment will be due after take-over of the provisioned services at the latest. Cash discount and other billing discounts are not granted. Not settling a bill until the date of payment will results in a payment default. PLAZZ has the right to charge reminder fees after the first reminder amounting to 12€ or default interest of 5% above the current base rate of the European Central Bank.
4.5 Until full payment has been received PLAZZ retains all rights of use to the provisioned services. Once full payment has been received these rights of use are transferred to the purchaser. During a payment default of a considerable bill amount PLAZZ is entitled to lock access to the provisioned software applications as well as the connected content management system. In this case the customer is still obligated to settle the outstanding payments.
4.6 Potential travel expenses regarding the provisioned services, like a booked on-site support, are usually a designated component of PLAZZ quotations.
4.7 If the customer is not able to settle a considerable amount of the outstanding payments within two consecutive months, PLAZZ is entitled to cancel the contractual relationship for cause without adhering to a period of notice.
4.8 Claims against PLAZZ by the customer are only settled with undisputed or legally ascertained counterclaims. Furthermore, the customer can only enforce a right of detention or right to refuse performance with undisputed or legally ascertained counterclaims as well.
5. Contract Term
5.1 If not otherwise agreed, the contract period for continuously provisioned services (e.g. hosting and event app) is 6 months, beginning with order placement. The contractual relationship between PLAZZ and the customer begins at the latest on the day of access provision with login data to PLAZZ hosting or the event app admin interface. This day thusly represents the begin of the contract and billing, regardless of a stipulated payment date.
5.2 Contract termination requires written form, to take effect.
5.3 The right to terminate the contract without notice for good cause remains unaffected.A good cause exists especially on severe or continuous violations against the contractual agreed terms and also on contract impracticability. In case of a termination for good case PLAZZ is entitled to cease product development and submission, as well as blocking access to PLAZZ hosting and cut server connections to assigned internet addresses (domains). This leads to the deletion of the domain. PLAZZ is also entitled to immediately lock and delete stored content and e-mail messages without the need to set a grace period.
6. Availability, Maintenance
6.1 PLAZZ guarantees an availability of its servers and thus the content and stored e-mail messages of 98% per annum. Therefore, PLAZZ does not guarantee an uninterrupted availability of data and can use the remaining time for technical maintenance. Liability by PLAZZ for downtime, loss of data, cancelled transmissions or other problems in this context due to technical reasons is excluded.
6.2 If not ordered separately the customer has no claim their own ip address, physical server for their content or a dedicated assigned bandwidth (performance capacity for data traffic). To ensure low costs, the operations take place on efficient central computers (servers) with an ip address and assigned bandwidth for each server, which can result in fluctuations of the customer’s actual available bandwidth.
7.1 PLAZZ has a right to rectify faults in delivered software, it’s installation or other documents. Faults that are reported within 1 month of project acceptance by the customer, will be rectified by PLAZZ free of charge.
7.2 A later removal of faults can be ensured with a separate support contract. This can be stipulated within the projects scope or afterwards.
7.3 The customer’s right to rectify faults by themselves and compensation of accruing cost of this effort, following § 633 Ch. 3 BGB (German Civil Code), is explicitly excluded.
7.4 The warranty of PLAZZ does not include faults due to implemented open source systems or development software (CMS system, web shop systems, etc.). PLAZZ is not liable for faulty software of the provider, only for faults regarding processing by PLAZZ.
7.5 PLAZZ is developing apps for iOS. Operability is only guaranteed for the latest 2 operating system versions. In special cases this can be changed, if it’s contractual stipulated.
7.6 PLAZZ is developing apps for Android. Operability for android devices is only guaranteed for the latest 2 operating system versions. In special cases this can be changed, if it’s contractually stipulated.
Due to numerous devices, with different specifications and technical parameters, available on the market PLAZZ will not be able to guarantee operability on all devices. A selection of devices on which the app is tested and should run on, will be coordinated with the customer and contractually stipulated.
7.7 PLAZZ is developing solutions for a variety of web browsers. Only the latest 2 versions of Firefox, Internet Explorer, Safari and Chrome are tested and supported. In special cases this can be changed, if it’s contractually stipulated.
7.8 Further claims by the customer are limited by the liability provisions of this terms of service agreement.
8. Limitation of Liability and Compensation Claims
8.1 PLAZZ is only liable for damages that have been caused grossly negligent or deliberately by PLAZZ, their legal representatives or vicarious agent unless it applies to assured performance or the violation of cardinal obligations. In case of a slightly negligent violation of cardinal obligations the compensation is restricted to the foreseeable damage. The already declared liability affects contractual and non-contractual claims. Liability following the product liability law and in case of damages regarding life, body and health will remain unaffected.
8.2 Provision delays, in case of force majeure as well as a result of events that render service provisioning severely more difficult or impossible (breakdown, strike, etc.) for PLAZZ, no matter whether they occur within their own operations or those of third parties, are possible. In this case the customer is not entitled to claim damage caused by delay or rather compensation due to non-performance but has to agree on a sufficient grace period. Provision delays that are cause by PLAZZ, with the exception of compensation, can only demand a reduction of the amount, that has been due at the time PLAZZ was provisioning the service regarding the corresponding individual order.
8.3 PLAZZ is not liable for the correct functioning of internet infrastructure or transmission routes, which aren’t within their area of responsibility or their vicarious agents (e.g. infrastructure operators, stores, hosters).
8.4 Despite thorough content checkups, PLAZZ is not liable for the content of external links. Only the respective operators are liable for content of their linked pages or applications.
8.5 A compensation claim on the base of these terms of service is limited to the amount due for the service period.
8.6 Liability for deviations due to technical circumstances and inconsistent standards is not assumed, because visual, content-related or performant display on different output media can vary. These deviations can especially occur due to display resolution, display size, device performance etc. In that respect the concept’s underlying material, like illustrations, drawings, graphics, etc., are only approximately authoritative.
8.7 PLAZZ does not inspect image, text, audio material, etc., for rights of third parties (Copyrights). This obligation will only concern the purchaser.
8.8 PLAZZ does not guarantee the availability of specific app or domain names.
8.9 PLAZZ excludes liability for a temporary inaccessibility of the hosted domain.
8.10 Liability by PLAZZ is excluded for all changes that are subsequently performed by the customer themselves or by third parties.
8.11 PLAZZ checks all data that is re-transmitted to the purchaser with current virus scanners. No liability is assumed for a potential virus contamination of the customer’s/purchaser’s computers by viruses from the internet or on data mediums (e.g. usb sticks). Claims for damages cannot be asserted.
9. Data Privacy
9.1 According to § BDSG (Federal Data Protection Act) PLAZZ notes that personal data will be gathered and stored and if needed, shared with vicarious agents and contractors by PLAZZ to a necessary extent.
9.2 The customer agrees that PLAZZ stores and processes their personal data in electronic form and other forms, as long as it is necessary for business operations. Otherwise personal data is only gathered, processed and used, if the customer agrees to or if a legal rule allows it.
10. Copyright Law, Exploitation Right
10.1 All texts, pictures or audio material as well as applications and application extensions and other media created by PLAZZ are protected by copyright law, if not explicitly stated otherwise. The duplication, storage and provisioning of said material is only allowed with permission by PLAZZ.
10.2 The customer acquires only the unrestricted and exclusive right of use for content, layouts and software created especially for them. They do not acquire the copyright for applications, images, texts, videos, etc., that have not been developed or produced specifically for them. The customer does not acquire the right to edit and reproduce software developed by PLAZZ. PLAZZ will retain the copyright to developed source codes, other self-created developments or designs even after handover; exceptions to this are separate contractual agreements.
10.3 PLAZZ reserves the right to transfer the rights of use to the provided services until payment has been made in full. Only after complete payment, these time limited rights are transferred to the purchaser.
10.4 PLAZZ will acquire the unlimited right for all developed products by PLAZZ, to promote themselves as developer with their name and logo and link (if technically possible) to their own webpage, if not contractually agreed on otherwise. In addition, PLAZZ may use the realized projects as references for advertising purposes (e. g. naming and linking to its own webpages).
10.5 PLAZZ is strictly maintaining silence about all business operations, establishments, systems, documents, etc., that are associated with the services provided for the purchaser, or their customer and won’t disclose any of this information with third parties.
10.6. The customer may not publish the work produced by PLAZZ under a different name, unless otherwise stated in writing.
11.1 All quotations and prices of PLAZZ are non-binding and subject to change without notice, unless they have been declared as binding in writing. Furthermore, all texts, information, prices etc., by the customer are reserved to changes and errors.
11.2 PLAZZ is entitled to commission third party contractors to provide parts or the full range of services. PLAZZ is also entitled to switch the used internet infrastructure, service providers or vicarious agents commissioned with the execution at any time without separate notification, insofar this does not result in any disadvantages for the customer.
11.3 A change regarding the legal form of PLAZZ as a company, a sale of individual business units, the entire PLAZZ company or a change of shareholders won’t constitute a special termination right.
11.4 Changes to the contract, supplements and ancillary agreements will require written form in order to be valid, unless otherwise stipulated in these terms of services. The written form requirement also applies to the waiver of this form requirement.
11.5 Place of performance for all services is Erfurt.
11.6 As far as legally allowed, the place of jurisdiction is Erfurt. The authoritative law of the Federal Republic of Germany applies.
11.7 Should a term of the contract become void or should the contract be incomplete, the remainder of the contract is not affected. The void term will be replaced by a term that comes closest to the purpose of the void term in a legally effective manner. This also applies to any contractual gaps.