Legal
License Terms
- In the current version from:
1. Scope and Subject Matter of the Contract
These license terms govern the legal framework for the use of the workspace.pm software (hereinafter referred to as “Software”) of AMNAU GmbH (hereinafter referred to as “Licensor”) by the customer (hereinafter referred to as “Licensee”). They apply to all contracts between the Licensor and the Licensee regarding the use of the Software, regardless of whether it is provided as an OnPrem solution or as a Managed Cloud service. By using the Software, the Licensee agrees to these terms.
2. Definitions
2.1 OnPrem (On Premises)
In the OnPrem solution, the Software is installed and operated on the Licensee’s own IT infrastructure. The Licensee is responsible for providing and maintaining the necessary hardware as well as for installing and updating the Software.
2.2 Managed Cloud
In the Managed Cloud solution, the Software is hosted by the Licensor in a secure cloud environment and made available to the Licensee over the Internet. The Licensor is responsible for providing, maintaining, and updating the Software and the underlying infrastructure.
2.3 Pilot Environment
The pilot environment is a time-limited provision of the Software for evaluation by the Licensee. It can be set up for a period of 3 to 12 months, with the duration determined by the Licensee. The pilot environment is billed monthly and can be terminated at any time.
2.4 Other Relevant Terms
“User” refers to any natural person authorized by the Licensee to use the Software. “License Fee” refers to the fee payable by the Licensee for the use of the Software. “Contract Term” refers to the period for which the Licensee is granted the right to use the Software.
3. Granting of License
3.1 OnPrem Licenses
For the OnPrem solution, the Licensor grants the Licensee a non-exclusive, non-transferable, and time-limited right to install and use the Software on the Licensee’s own IT infrastructure. The number of authorized users and the duration of the license are specified in the license agreement.
3.2 Managed Cloud License
For the Managed Cloud solution, the Licensor grants the Licensee a non-exclusive, non-transferable, and time-limited right to access and use the Software over the Internet. The number of authorized users and the duration of the license are specified in the license agreement.
3.3 Pilot Environment
For the pilot environment, the Licensor grants the Licensee a non-exclusive, non-transferable, and time-limited right to evaluate the Software. If the Licensee does not terminate the contract before the end of the pilot phase, the contract automatically transitions to a paid productive environment. Billing is based on the previously communicated price list.
4. Conditions, Prices, Payment Terms
4.1 License Fees
The Licensee agrees to pay the license fees agreed upon in the license agreement. These may vary depending on the chosen model (OnPrem or Managed Cloud) and the number of users. All prices are exclusive of statutory VAT.
4.2 Payment Terms
Unless otherwise agreed, the license fees are payable annually in advance. Invoices are due for payment within 14 days of invoicing without deduction. In the event of default in payment, the Licensor reserves the right to suspend access to the Software.
4.3 Price Changes
The Licensor reserves the right to adjust the license fees with three months’ notice at the end of the respective contract term. In the event of a price increase, the Licensee has the right to extraordinary termination within 30 days of notification of the price increase.
4.4 Pilot Environment
The use of the pilot environment is billed monthly. The Licensee may terminate the contract at any time during the pilot phase without notice. If no termination occurs, the pilot environment is automatically converted into a productive environment after the agreed term. Billing is then based on the previously communicated price list.
5. Delivery and Provision
5.1 OnPrem Delivery
In the OnPrem solution, the Licensor provides the Software for download to the Licensee. The Licensee receives the necessary access data and installation instructions by email. Provision is made within 5 working days after receipt of payment of the license fee.
5.2 Managed Cloud Provision
In the Managed Cloud solution, the Licensor sets up the Software in its cloud environment and provides the Licensee with the access data by email. Provision is made within 2 working days after receipt of payment of the license fee.
6. Terms of Use
6.1 General Usage Rights and Restrictions
The Licensee may use the Software only for its own business purposes and only within the scope of the acquired licenses. Transfer of usage rights to third parties, sublicensing, or use of the Software beyond the agreed number of users is not permitted without the prior written consent of the Licensor. The Licensee is not entitled to copy, modify, decompile, or reverse engineer the Software unless expressly permitted by law.
6.2 OnPrem-specific Conditions
In the OnPrem solution, the Licensee is responsible for the installation, operation, and maintenance of the Software on its own IT infrastructure. The Licensee undertakes to install the updates and patches provided by the Licensor in a timely manner to ensure the security and functionality of the Software. The Licensee is entitled to create a backup copy of the Software, which may only be used for backup and archival purposes.
6.3 Managed Cloud-specific Conditions
In the Managed Cloud solution, the Licensee is responsible for the security and confidentiality of its access data. The Licensee undertakes to keep this data confidential and not to disclose it to third parties. The Licensee acknowledges that the Licensor is entitled to perform regular maintenance and updates, which may lead to temporary interruptions of the service. The Licensor will endeavor to minimize such interruptions and inform the Licensee in advance.
6.4 Open Source Components
The Software may contain open source components that are subject to other license terms. The Licensor will provide the Licensee with a list of these components and the corresponding license terms upon request. The Licensee undertakes to comply with these additional license terms.
7. Third Party Rights
7.1 Representations of the Licensor
The Licensor represents that the Software is free from third-party rights that would prevent its contractual use. The Licensor warrants that it has all necessary rights to grant the Licensee the usage rights granted in this contract.
7.2 Indemnification and Legal Defense
If the contractual use of the Software by the Licensee infringes the rights of third parties, the Licensor will indemnify the Licensee against all resulting third-party claims. The Licensor will assume legal defense at its own expense and indemnify the Licensee against all associated costs, provided that the Licensee promptly informs the Licensor in writing of asserted claims and leaves control of the legal defense and settlement negotiations to the Licensor.
8. Term and Termination
8.1 Commencement of Contract
The contract comes into effect upon signing the license agreement or, if earlier, upon the first provision of the Software.
8.2 Pilot Environment
The term of the pilot environment is 3 to 12 months, depending on the Licensee’s choice. The pilot environment can be terminated by the Licensee at any time during the pilot phase. If no termination occurs, the contract automatically transitions to a paid productive environment after the pilot phase.
8.3 Term
The minimum contract term is 12 months from the start of the contract for both the OnPrem and Managed Cloud solutions. After the minimum contract term expires, the contract is automatically extended by a further 12 months unless terminated in due time.
8.4 Ordinary Termination
The contract can be terminated by either party with three months’ notice to the end of the respective contract term in writing. In the case of the Managed Cloud solution, the right to use the Software also ends with the termination. In the case of the OnPrem solution, the Licensee is obliged to remove the Software from all systems and delete all copies after the contract ends.
8.5 Extraordinary Termination
The right to extraordinary termination for good cause remains unaffected. Good cause exists in particular if a party breaches essential contractual obligations and fails to remedy the breach within a reasonable period despite a warning. In the event of extraordinary termination by the Licensor due to a breach by the Licensee, the Licensee is not entitled to a refund of license fees already paid.
9. Customizations and Consulting Services
9.1 Commissioned Customizations
Individual customizations or extensions of the Software can be agreed separately between the parties. Such customizations are subject to separate agreements and may incur additional costs. The Licensor reserves the right to reject customization requests if they are technically not feasible or would impair the core of the Software.
9.2 Acceptance Process
After completion of commissioned customizations or consulting services, the Licensor will request acceptance from the Licensee. The Licensee is obliged to review and accept the services within 14 days, provided there are no significant defects. If no feedback is received from the Licensee within this period, the services are deemed accepted. For Managed Cloud solutions, customizations are considered accepted if they have been used productively for 30 days without significant defects being reported.
10. Data Protection and Confidentiality
10.1 Data Protection
The Licensor undertakes to comply with applicable data protection laws. When processing personal data on behalf of the Licensee (especially in the Managed Cloud solution), a separate data processing agreement is concluded in accordance with Art. 28 GDPR. The Licensee remains responsible for the legality of data processing and obtains necessary consents.
10.2 Confidentiality
Both parties undertake to treat all confidential information, business and trade secrets obtained in the course of the contractual relationship with the utmost confidentiality and to use them only for the purpose of fulfilling the contract. This obligation continues even after the end of the contractual relationship. Excluded from this are information that is publicly known or becomes publicly known without the fault of the receiving party.
11. Liability Limitations
11.1 Unlimited Liability
The Licensor is fully liable for damages resulting from injury to life, body, or health that are based on an intentional or negligent breach of duty by the Licensor, its legal representatives, or vicarious agents, as well as for damages based on intent or gross negligence by the Licensor, its legal representatives, or vicarious agents.
11.2 Limited Liability
For slightly negligent material and financial damages, the Licensor is only liable for breach of essential contractual obligations (cardinal obligations), but limited in amount to the foreseeable and typical damages at the time of contract conclusion. Essential contractual obligations are those whose fulfillment enables the proper execution of the contract in the first place and on whose compliance the Licensee may regularly rely. Liability for indirect and unforeseeable damages, production and use downtime, lost profits, missed savings, and financial damages due to third-party claims is excluded in the case of slight negligence.
11. Final Provisions
12.1 Severability Clause
Should individual provisions of these license terms be or become invalid or unenforceable, the validity of the remaining provisions shall remain unaffected. The parties undertake to replace invalid or unenforceable provisions with new provisions that reflect the economic content of the invalid or unenforceable provisions in a legally permissible manner.
12.2 Applicable Law
These license terms and the entire legal relationships between the Licensor and the Licensee are governed by the law of the Federal Republic of Germany, excluding the UN Sales Convention (CISG).
12.3 Jurisdiction
The exclusive place of jurisdiction for all disputes arising from or in connection with these license terms is, as far as legally permissible, the seat of the Licensor.
12.4 Changes to the License Terms
The Licensor reserves the right to change these license terms if this is necessary for good reasons, in particular due to a changed legal situation or supreme court jurisdiction, technical changes or developments, new organizational requirements of mass traffic, regulatory gaps in the license terms, changes in market conditions, or other equivalent reasons, and does not unreasonably disadvantage the Licensee. Changes to the license terms will be communicated to the Licensee in writing or by email at least six weeks before they take effect. The changes will take effect if the Licensee does not object in writing or by email within this period of six weeks (starting from the day of delivery of the notification) and the Licensor has pointed out this legal consequence in the change notification.