EXTEDO GmbH, represented by its managing directors, with the place of business located in Einsteinstraße 30, 85521 Ottobrunn, Germany (hereinafter referred to as "EXTEDO"), has developed the software eSUBmanager. It is a web-based Software offered by EXTEDO as a SaaS solution (the “SaaS Solution” or “the Services”), in particular for the areas related to e-Regulatory compliance.
This Agreement is entered into force once You place an Order but at the latest when EXTEDO grants You with access to the SaaS Solution.
Definitions: the following terms shall be understood as follows:
- “SaaS Solution” or “Services” mean the SaaS provided by EXTEDO for the software
eSUBmanager, on a subscription basis.
- “Update” means any change to the SaaS Solution’s environment.
- “Upgrade” means any change to the EXTEDO software version.
- “Connectors” for the SaaS Solution provides integration functionality.
- “Customer” or “You” means the company, legal entity, or individuals providing professional services who subscribe to the SaaS Solution. Only Companies as defined in Section 14 of the German Civil Code (BGB) and professional services providers must be understood as Customer according to this Agreement.
- “User” means all the access rights per Customer for which the Customer is fully responsible to ensure the proper use in accordance with this Agreement. You, as the Customer, must ensure that the Users comply with all the obligations set out herein.
- “Customer Data” means all data and information, including text files, that is inserted into EXTEDO’s software(s) during the use of the Services. This might include personal data.
- “Technical Data” means all the information related to the Customer’s systems that EXTEDO needs in order to optimize and operate the system.
- “Order” means the specifications of the Services accepted by the Customer in written form when subscribing to the SaaS Solution or additional Services.
- “Activation Date” means the date on which the actual access to the SaaS Solution is given to the Customer.
- "Consulting Services" mean the professional services provided to You by EXTEDO which may include but are not limited to training, installation, migration or other consulting services. Consulting Services are always billed on time and material.
- “EXTEDO Customer Portal” means the portal where You get access to product-related and release information.
- “Solution Description” means the document defining the services, functionalities and Software options subject to the SaaS Solution.
- “Trial Environment” means the version made available to the Customer for a limited period of time as defined by EXTEDO. The Trial Environment may have limited functionality.
1. Subject matter
1.2. Additional Features. You may subscribe to additional features of the Subscription Services by placing an additional Order. This Agreement will apply to all additional Orders and all additional features.
1.3. Consulting Services. You may purchase Consulting Services by placing an Order with EXTEDO. Unless EXTEDO otherwise agrees, the Consulting Services provided are described in the Order and will be delivered in English language. Fees for these Consulting Services are in addition to Your subscription fee. If You purchase Consulting Services that recur, they will be considered to be part of Your subscription and will renew in accordance with Your subscription.
1.4. All Consulting Services are performed remotely unless You and EXTEDO otherwise agree.
1.5. For Consulting Services performed on-site, You will reimburse EXTEDO reasonable costs for all expenses incurred in connection with the Consulting Services. Any invoices or other requests for reimbursements will be due and payable within thirty (30) days of the date of the invoice.
1.6. If there is a specific number of hours included in the Consulting Services purchased, those hours will expire as indicated in the applicable description, which expiration period will commence upon purchase (the “Expiration Period”). If there are deliverables included in the Consulting Services purchased, it is estimated that those deliverables will be completed within the time period indicated as the delivery period in the applicable description, which delivery period will commence upon purchase (the “Delivery Period”). If there is no Expiration Period or Delivery Period indicated, then it will be one hundred and eighty (180) days from purchase. If the Consulting Services provided are not complete at the end of the Delivery Period due to Your failure to make the necessary resources available to EXTEDO or to perform Your obligations, such Consulting Services will be deemed to be complete at the end of the Delivery Period. If the Consulting Services provided are not complete at the end of the Delivery Period due to failure of EXTEDO to make the necessary resources available to You or to perform EXTEDO’s obligations, the Delivery Period will be extended to allow EXTEDO to complete such Consulting Services.
1.7. EXTEDO might provide some or all elements of the Consulting Services through third party service providers.
1.8. Consulting Services are non-cancellable and all fees for Consulting Services are non-refundable.
2. Rights of the Customer
2.1. Right to access and use. Subject to this Agreement, and during the period of the subscription, EXTEDO grants You as a Customer with a non-exclusive and non-transferable right of access and use the SaaS Solution with the applicable limitations and rights defined in the Order(s).
2.2. Updates. EXTEDO will update the SaaS Solution at any time whenever required to improve the functionalities. Whenever possible according to the circumstances, You will be informed about any of these updates in due time.
2.3. Modifications. EXTEDO modifies the Subscription Services from time to time, including by adding or deleting features and functions, to improve Your experience. For paid Subscriptions, EXTEDO will not make changes to the Subscription Services that materially reduce the functionality provided to You during the subscription term. For the Trial Environment, EXTEDO may make changes that materially reduce the functionality provided to You during the subscription term.
2.4 Availability. The SaaS Solution will be available 24 hours a day, 7 days a week except for planned down-time for maintenance. EXTEDO will make business reasonable effort to make the SaaS Solution available 24 hours a day, 7 days a week.
3. Obligations of the Customer
3.2. No misuse. You shall not misuse or allow the misuse of the SaaS Solution for any purpose other than the one for which it is addressed. You shall refrain from any attempt, on Your own or through unauthorized third parties, to retrieve any information or data without authorization, to interfere with programs that are operated by EXTEDO or to allow such interference, or to access the data networks of EXTEDO without authorization.
3.3. Number of Users. You must ensure that only Users that You have previously authenticated can have access to the SaaS Solution. No more than the allowable maximum number of Users can have access.
3.4. Technical requirements. You have the sole responsibility for ensuring that the Users of the SaaS Solution have access to an internet connection as well as appropriate software and hardware equipment. You are solely responsible for the maintenance of these technical requirements. In particular, when using the SaaS Solution, You must ensure that the pre-requisites and any other requirements specified in the Solution Description are covered. EXTEDO will not assume any responsibility for malfunctioning of the Services provided in case the system requirements are not met because of inability or incapability of the Customer.
3.5. Protected access. You shall protect Your User access authorization as well as the identification and authentication backups provided to You against unauthorized access. If You have the evidence that Your access and use have been unlawfully obtained or could be abused by a third party, You are obliged to inform EXTEDO about such incidence.
3.6. Error communication. You must inform EXTEDO immediately of any errors or malfunctions on the Services, indicating how and under which circumstances the error or defect has occurred, by sending an email to email@example.com.
3.8. EXTEDO is allowed at any time to review the compliance of the customer with his obligations.
4. Remuneration and payment for the subscription
4.1. The remuneration fee for the subscription to the SaaS Solution will be described in the specific Order. A minimum usage may apply for the different SaaS Solutions. This minimum is described in the applicable Solution Description or in the Order.
4.2. Billing process. The billing cycle is set up on a yearly basis, starting from the Delivery Date. Add-ons that are ordered during a subscription period are billed in accordance with the Order on their own yearly basis from their Delivery Date. EXTEDO reserves the right to change the billing process at any time.
4.3. Invoicing. All amounts invoiced are due and payable within thirty (30) days from the date of the invoice, unless otherwise specified in the Order Form.
4.4. Payment Information. You will notify EXTEDO about any change to Your contact and billing information. All payment obligations are non-cancelable and all amounts paid are non-refundable, except as specifically provided for in this Agreement. All fees are due and payable in advance throughout the Subscription Term. If You are an EXTEDO Partner that purchases on behalf of a client, You agree to be responsible for the Order and to guarantee payment of all fees.
4.6. Tax. All prices shall be understood excluding VAT, any other withholding taxes and sales tax. Upon EXTEDO’s request, You will provide EXTEDO with the VAT registration number under which You are registered in Your member state.
5. Contractual term, cancellation of the subscription and suspension
5.1. Term. Your subscription period will be on a yearly basis and will be automatically renewed in the same terms as is made in the last Order or request. To prevent renewal of the subscription, a notice of termination shall be sent to EXTEDO. The required notice must be provided in writing to firstname.lastname@example.org or via post. This Agreement can be terminated with a notice period of one (1) month to the end of a calendar month. EXTEDO does not provide refunds if You decide to stop using the SaaS Solution during Your subscription term.
5.2. Renewal. The pricing set forth in Your Order will apply to every renewal. If renewal pricing is not included in Your Order, then the standard pricing available in EXTEDO’s price list on the date of renewal will apply. If You use the Trial Environment, EXTEDO will make it available to You free of charge until earlier of (i) the date on which Your free subscription period ends or (ii) the start date of Your paid subscription.
5.3. Cancellation. EXTEDO may terminate this Agreement for cause, as to any or all Subscription Services upon thirty (30) days’ notice to You of a material breach if such breach remains uncured at the expiration of such period. EXTEDO may also terminate this Agreement for cause on thirty (30) days’ notice if EXTEDO determine that You are acting, or have acted, in a way that has or may negatively reflect on or affect EXTEDO, EXTEDO’s prospects or EXTEDO’s Customers. This Agreement may not otherwise be terminated prior to the end of the subscription term. The right of You and EXTEDO to terminate this Agreement for a compelling reason under a claim of extraordinary termination under the German Civil Code shall remain unaffected.
5.4. Suspension for non-payment. EXTEDO will be allowed to suspend the provision of the SaaS Solution if after a reminder You do not fulfil Your remuneration obligation under section 4. The suspension of the Services for non-payment will include the deletion of all the Customer Data You inserted into the SaaS Solution.
6. Disclaimers, Limitation of liability
6.1. Disclaimer of Warranties. EXTEDO’S SUBSCRIPTION SERVICES AND CONSULTING SERVICES WILL BE PROVIDED IN A PROFESSIONAL MANNER IN ACCORDANCE WITH CUSTOMARY INDUSTRY STANDARDS UTILIZING REASONABLE CARE AND SKILL. EXTEDO AND ITS AFFILIATES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY OF THE SUBSCRIPTION SERVICES, THE DATA MADE AVAILABLE FROM THE SUBSCRIPTION SERVICES, OR THE CONSULTING SERVICES FOR A PARTICULAR PURPOSE NOR ON A SPECIFIC RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE SUBSCRIPTION SERVICES, DATA MADE AVAILABLE FROM THE SUBSCRIPTION SERVICE, OR THE CONSULTING SERVICES, EXCEPT IF AGREED SEPARATELY.
APPLICATION PROGRAMMING INTERFACES (APIs) MAY NOT BE AVAILABLE AT ALL TIMES.
EXTEDO’S TRIAL ENVIRONMENT, INCLUDING APIs, ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. EXTEDO DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH REGARD TO THE SUBSCRIPTION SERVICES AND THE CONSULTING SERVICES, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
6.2. Full Liability. EXTEDO will be liable to You without limit for loss or damage which You actually suffer that is caused by: (i) EXTEDO’s fraudulent action, (ii) EXTEDO’s willful action, (iii) EXTEDO’s gross negligence, (iv) EXTEDO’s damage to life, body or health, or (v) EXTEDO’s action that would give rise to a claim under the German Product Liability Act and/or (vi) from a guarantee of characteristics. Provided however, the limitations otherwise set forth below shall apply to: (i) EXTEDO’s Trial Environment, (ii) those losses or damages caused by EXTEDO’s slight negligence, (iii) those losses or damages caused by gross negligence of employees who are not legal representatives or senior employees, and (iv) EXTEDO’s strict liability that may arise from material defects in the Subscription Service that were already in existence at the commencement of Your subscription. The claims for which EXTEDO will be liable to You without limit in accordance with this section are collectively referred to as “Full Liability Claims”.
6.3. No Indirect Damages. EXCEPT FOR FULL LIABILITY CLAIMS, TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR LOSS OF PROFITS, REVENUE, DATA OR BUSINESS OPPORTUNITIES.
6.4. Limitation of Liability. EXCEPT FOR YOUR LIABILITY FOR PAYMENT OF FEES, YOUR LIABILITY FOR VIOLATION OF EXTEDO’S INTELLECTUAL PROPERTY RIGHTS, AND EXTEDO’S LIABILITY FOR FULL LIABILITY CLAIMS, YOUR AGGREGATE LIABILITY WILL BE LIMITED TO THE LESSER OF FIVE THOUSAND EURO OR THE TOTAL AMOUNTS YOU HAVE ACTUALLY PAID FOR THE SUBSCRIPTION SERVICE IN A TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM; PROVIDED HOWEVER, THIS LIMITATION SHALL NOT APPLY TO YOU IF YOU ONLY USE THE TRIAL ENVIRONMENT, AND IN THIS CASE, IF EXTEDO IS DETERMINED TO HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY ARISING FROM YOUR USE OF THE TRAIL SERVICES, THEN EXTEDO’S AGGREGATE LIABILITY WILL BE LIMITED TO ONE THOUSAND EURO. Liability for loss of data shall be limited to the typical expenses for recovery which would have been incurred if regular and appropriate back-ups had been made. You are solely responsible for the back-up of Your data. In no case the liability of EXTEDO for loss of data shall exceed 5.000 EUR.
6.5. Third Party Products. EXTEDO DISCLAIMS ALL LIABILITY WITH RESPECT TO THIRD-PARTY PRODUCTS THAT YOU USE.
6.6. EXCEPT FOR FULL LIABILITY CLAIMS, THE PERIOD OF LIMITATION FOR ANY WARRANTY AND LIABILITY CLAIMS SHALL BE ONE YEAR.
6.7. Any imposition of fines or penalties (punitive damages) is excluded.
7. Liability for defects
7.1. Defects. If the Subscription Service is determined to have a defect, You will notify EXTEDO in writing. EXTEDO will remedy material reproducible defects within a reasonable period. If EXTEDO is not able to, EXTEDO will refund to You the pro-rata amount of fees actually paid applicable to the unremedied material defect. You cannot deduct this amount from Your subscription fee, unless Your claim is undisputed or has been confirmed by a final court judgment. You will not have a claim for a defect under this section if: (i) it is caused by Your use of the Subscription Service in violation of this Agreement, or (ii) is a defect relating to EXTEDO’s Trail Environment that has not been maliciously concealed by EXTEDO. Subject to the limitation of liability set forth in this Agreement, the refund described in this section is Your sole and exclusive remedy for defect claims.
7.2. Compliance with Laws. EXTEDO will comply with all E.U. Regulations (where applicable) in the provision of the Subscription Service, the Consulting Services and the processing of Customer Data. EXTEDO always reserves the right to disclose any information as necessary to satisfy any law, regulation, legal process or governmental request. You will comply with all laws in Your use and receipt of the Subscription Service and Consulting Services, including any applicable export laws. You will not directly or indirectly export, re-export, or transfer the Subscription Service or Consulting Services to prohibited countries or individuals or permit use of the Subscription Service or Consulting Services by prohibited countries or individuals.
7.3. Any technical data, specifications and details of performance contained in public statements, in particular marketing materials, shall not constitute descriptions of qualities. The functionality and features of the SaaS Solution shall, in the first instance, be determined by the Solution Description. In addition, the SaaS Solution will be suitable for the purposes set out in this Agreement.
7.4. Any strict liability for damages in relation to defects already existing at the time of the conclusion of this Agreement is excluded.
7.5. The User shall support EXTEDO in identifying and correcting any defects in accordance with Section 3.6 of this Agreement.
8. Intellectual property
8.1. IP from EXTEDO. EXTEDO’s Intellectual Property rights include (i) source code and copyright, (ii) trademarks and designs, (iii) any licensed third party rights retained therein (e.g. licensed third party stock logos or artwork and licensed restorable software components), (iv) any pre-existing, EXTEDO-owned, reusable data that is required for the ongoing conduct of EXTEDO’s business and that is not proprietary to Customer (e.g. reusable program source code, EXTEDO-owned software programs, generic logos or artwork and workflow methodology), and (v) any other products, services, processes or other intellectual property developed or utilized by EXTEDO and offered generally by EXTEDO to its customers, including, without limitation, any enhancements or improvements thereto, whether developed by EXTEDO during the term of the subscription (collectively, the “Retained Property”).
8.2. IP from Customer Data. You own, control and retain exclusive worldwide rights and titles related to all work, patents, trade secrets, trademarks or designs (Your “Intellectual Property Rights”) that might be included in the content You generate by uploading, submitting or inserting Your Customer Data into EXTEDO’s SaaS Solution or Services. You shall be responsible for Your Business Data and the Intellectual Property Rights that might be contained therein, and You must ensure that such Customer Data does not infringe any third party intellectual property rights or violate any legislation or applicable laws in force at that time. In case of breach of the aforementioned obligation, You shall be responsible for and will indemnify EXTEDO for all claims, suits, proceedings, losses, liabilities, damages, costs and expenses (including attorney’s fees) made against or incurred by EXTEDO.
9. Data Protection, Customer and Technical data
9.1. Data Protection
9.1.1. EXTEDO as controller. EXTEDO is collecting and processing some of Your contact details that You provide to EXTEDO with the main purpose of managing the Customer relationship. Further details about such processing can be found at any time under our Privacy Statement, which is periodically updated. EXTEDO is committed to follow the highest standards on privacy and pursuing the requirements of GDPR. You can exercise Your rights as data subject by sending an e-mail to email@example.com.
9.1.2. EXTEDO as Processor. In consideration with the provision of the Services that EXTEDO is delivering to You, EXTEDO is acting as a processor on Your behalf for the data You upload to EXTEDO’s SaaS Solution (Your Customer Data), as long as it contains personal data therein. You accept that whenever personal data is included in Your Customer Data, there is a processing relationship that shall be governed by a separate document pursuant to Article 28 (3) of the GDPR. You accept and agree that EXTEDO will process personal data on Your behalf in accordance to the instructions set up on the Data Processing Agreement. You may download a copy, fill it and send it to firstname.lastname@example.org in case you need a signed copy. You are aware and agree that the Services of EXTEDO will be pro-vided with the involvement of subcontractors.
9.1.3. Notwithstanding the above, within the framework of this Agreement and the current processing relationship, You are acting as a controller for Your Customer Data and (i) shall be responsible for ensuring the compliance with the EU Regulations and/or any other statutory requirements whenever applicable, (ii) shall attain the necessary consent of the concerned data subjects or the legal basis whenever You collect and process personal data within the scope of using EXTEDO’s Services and (iii) shall collaborate with EXTEDO whenever EXTEDO requires customer information about the processing activities handled by the Customer and hosted within the SaaS Solution.
9.2. Customer and Technical data
9.2.2. Aggregated Data. EXTEDO may monitor Your Company as our Customer when using the SaaS Solution and use the information gathered in an aggregated and anonymous manner in order to get statistics of Your Company’s needs regarding the Software in order to enhance Your user experience. You agree that EXTEDO may use such information, provided that such information does neither incorporate any Customer Data nor identifies any natural person.
9.2.3. Safeguards. EXTEDO will maintain commercially appropriate administrative, physical and technical safeguards to protect Customer Data.
9.2.4. Returning of Customer Data. You shall be solely responsible for exporting the data until the end of the subscription period.
10.1. Customer and EXTEDO shall treat as confidential all technical and non-technical information in an oral, visual or written form or exchanged / transferred by data carriers, any knowledge or results thereby achieved, written documents, drawings, plans, specifications, company secrets, methods, formula, exchanged knowhow, as well as any materials and other objects (hereinafter called "Confidential Information") which is labelled as confidential in relation to the respective receiving Party or must be considered confidential by its nature.
10.3. Confidential Information may be disclosed to third parties only with the written approval of the party which originally provided such Confidential Information. In this case, the receiving party shall ensure that the third party complies with the provisions of this Agreement.
10.4. Neither EXTEDO nor the Customer shall be bound by a duty of confidentiality when receiving Confidential Information if such Confidential Information
a) is generally known at the time of disclosure;
b) becomes generally known without the receiving party having breached any duty to protect confidentiality;
c) was already in the possession of the receiving party at the time of disclosure or was not obtained directly or indirectly from the disclosing party;
d) simultaneously with or after the disclosure such was lawfully obtained from a third party and such third party had not directly or indirectly obtained the information from the disclosing party or was authorized to disclose such information in relation to the disclosing party;
e) was derived from own work in the possession of the receiving party or was obtained through own work at a later stage without the persons involved in such work having access to the disclosed confidential information;
f) must be disclosed because of a binding order of an authority whereby the party receiving the information shall notify the disclosing party of such case without unreasonable delay and upon request shall advise of any information necessary for any appeal or objection.
10.5. Any publication in which Confidential Information may be mentioned is to be approved by the affected Party in well in advance.
10.6. The obligation to maintain confidentiality shall expire 3 years from the date of the respective information being disclosed. In relation to information for submissions (= information concerning products in terms of authorization procedures), the obligation of confidentiality shall expire 5 years from the date of the respective information being disclosed.
11. Final provisions
11.2. Force Majeure. Neither party will be responsible for failure or delay of performance if it is caused by (i) an act of war, hostility, or sabotage, (ii) an act of God (iii) an electrical, internet, or telecommunication outage that is not caused by the obligated party, (iv) government restrictions or (v) other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.
12. Specific terms for the Trial Environment
If You are using EXTEDO’s Services in a Trial Environment with demo data (“Trial Environment”) the following specific provisions will apply.
12.1. Only companies within the meaning of Section 14 of the German Civil Code (BGB) can request the Services as a Customer or potential Customer. EXTEDO will allow the access to the Trial Environment to certain users at its own discretion.
12.2. During the Trial Period, EXTEDO grants You with a non-exclusive and non-transferable right to access the Trial Environment on the system in the data center of the hosting partner of EXTEDO. Any rights on the Software shall not be transferred to You.
12.3. You have the right to use the Software only for internal test and demonstration purposes for a trial period of 45 days, free of charge and for a maximum number of 5 users per Customer.
12.4. If EXTEDO provides new versions, updates or upgrades of the Trial software during the trial period, the above right of access shall apply accordingly.
12.5. You shall use the Trial software strictly for the purposes for which it is meant to: the evaluation and test of the functionalities and usability of the Trial Environment and how it matches business needs for submission, viewing and reviewing. You shall not misuse the Trial Software or allow it to be misused. You shall refrain from any attempt, on Your own or through unauthorized third parties, to retrieve any information or data without authorization, to interfere with programs that are operated by EXTEDO or to allow such interference, or to access the data networks of EXTEDO without authorization. You are not entitled to use, reproduce, download nor make available the Trial Software to third parties.
12.7. You must inform EXTEDO immediately of any errors in the Trial software by sending an email to email@example.com, indicating how and under which circumstances the error or defect has occurred.
With the aim of evaluating the functionalities of the SafetyEasy Databases, Extedo may make available an optional test version of the Databases. Such version is produced in a test environment and with test data. If You are using the Databases on a test version, this section applies to You exclusive during the term specified below. The capitalized terms below shall be understood as defined in the “General Terms For The Subscription To The Databases SafetyEasy And Related Services (The Software Package)”.
DISCLAIMER. DURING THE PERIOD OF THE TEST VERSION, EXTEDO WILL NOT REQUEST YOU AT ANY TIME TO PROVIDE PERSONAL INFORMATION ORCONFIDENTIAL INFORMATION REGARDING YOUR BUSINESS FOR ASSESSING THE FUNCITONALITIES OF THE DATABSES. INSERTING PERSONAL DATA AND CONFIDENTIAL INFORMATION IS STRICTLY FORBIDDEN WHEN USING THE TEST VERSION. YOU ARE AWARE THAT ALL THE DATA THAT YOU UPLOAD OR INSERT ON THE TEST VERSION OF THE DATABASE IS ON YOUR OWN RISK AND ALL THE TEST DATA INSERTED WILL BE DELETED AFTER THE LIMITED PERIOD FOR THE TEST VERSION.
Rights. You are granted with a with non-exclusive and non-transferable right of access to the Databases on a test environment with the only purpose of evaluating the features of the Databases with test data. The productive use of the Databases of the Software Package is explicitly excluded. In no circumstance any rights on the Databases shall be understood as a transfer of rights to You.
Obligations. You shall not use or misuse the Databases or allow to be misused by unauthorized third parties. You will make all reasonable efforts to prevent unauthorized access by third parties to the software. You are not allowed to make any copy, reproduce or adaptation of the Databases, whether total or partial. You accept that it is strictly prohibited to upload or insert any type of personal data (understood as defined under Article 4(1) of EU General Data Protection Regulation) or confidential information (understood as information which disclosure may jeopardize the functioning of the Your business) on the test version of the Databases. Any disclosure of confidential information, or processing of personal data involving the usage of the test version of the Databases is severely forbidden, and it remains under Your full and complete responsibility and liability any incident with the data or eventual claims from third parties.
Term. Extedo will provide You with the test version of SafetyEasy Database with test data for a period of 30 calendar days starting when the log-in and credentials are provided. The data and information you have inserted on the Databases during the test period will be completely deleted after the expiration of the 30 calendar days of test period.
Price. The provision of the test version of SafetyEasy database is delivered free of charge.
Liability. Liability on the part of Extedo is excluded in as far as it is not based on intent nor gross negligence from Extedo. In no case the top amount shall exceed EUR 1,000. You are responsible for the test data that is uploaded to the test Database for exclusively evaluation purposes. Accordingly, You shall not upload any data that contains personal information or confidential information for your business. You remain responsible and fully liable for any breach of rights or obligations as a consequence of the content or data uploaded or inserted on the test version of the Databases.
Confidentiality. You undertake to preserve confidentiality concerning the features and content of the Software and any confidential information to which insight is gained under this contractual relationship
Data Protection. EXTEDO will manage the customer relationship with You as a potential customer for the productive version of the Database and the Software Package. You can have access at any time to information on how EXTEDO processes personal data exclusively on this basis through the Privacy Statement available at Extedo website. As a test version of the Software, You are not entitled nor permitted to upload personal data OF ANY KIND as part of the content of the technical data. You acknowledge that it remains under YOUR own responsibility and liability that all the data inserted in the Software is in compliance with any applicable laws.
These Terms and Conditions (hereinafter “T&C” or “Terms”) shall govern the way in which EXTEDO will supply services related to training material and educational courses to You throughout the eLearning platform “EXTEDO University”.
EXTEDO develops the content of the courses on EXTEDO University and will also provide You with log in and credential details. EXTEDO will also manage Your access to the platform and provide support to You, where necessary.
You shall not copy, modify, transmit, distribute or in any way exploit the content of EXTEDO University or any other copyrighted materials provided for a purpose other than for Your individual training. Any other purpose is expressly prohibited under these Terms. You shall also not permit anyone else to copy, use, modify, transmit, distribute or in any way exploit the content of EXTEDO University or any other copyrighted materials. EXTEDO provides the materials ‘as is’ and without any warranties, whether express or implied. EXTEDO also does not warrant that the materials will be error free, including technical inaccuracies.
The following Terms and Conditions shall apply to the access and use of the EXTEDO eLearning platform and associated resources and materials, whenever this is purchased through a direct subscription or single service to EXTEDO University (in this case the current Terms and Conditions apply entirely). Whenever EXTEDO University is included in one of the starter packages (eg. eSUBmanager or eCTDmanager) or software packages (SafetyEasy) within EXTEDO offering that you have subscribed or purchased, these T&C will apply to You with the exclusion of the sections 4 - “subscription term”- and 5 “remuneration”.
For the purposes of these Terms and Conditions “T&C” the following definitions shall be used:
1. “Service”, means the eLearning system “EXTEDO University”
2. “Service Description” means the documentation that is provided to the Customer when subscribes or purchases the Service. It defines the scope of use of the Service and the specifications on the time and calculation of the fees.
3. “Customer” or “You” means the company, legal entity, or individuals providing professional services who purchase/subscribe to the Service.
4. “User” shall mean the number of authorised and identified users with access to the account (s) purchased/subscribed by the Customer.
5. “Documentation” means all the materials that EXTEDO provides to User, upon its discretion in connection with their use of the Service. Documentation means all the resources and materials, media content of the EXTEDO University including but not limited to Text, Videos, Flip – Charts, Power-Point Presentations, etc.
1. Right granted. Access to materials
1. Right of access and use: You will be granted to access and use to the eLearning service via a service platform and to the Documentation and training material provided by EXTEDO. In no case, this access and use shall imply any further rights over the platform, nor the material provided to You. You agree to follow the instructions of use as set forth by EXTEDO and shall provide EXTEDO with feedback regarding EXTEDO University. You also further agree to notify EXTEDO of any failure, error or other malfunction of any part of the Service.
2. EXTEDO will provide You with certain Documentation within EXTEDO University, which the You may use solely as training materials. You may not copy or distribute the information and materials provided by EXTEDO without prior written permission from EXTEDO.
1. You must only access and use EXTEDO University pursuant to these T&C. You shall not misuse or allow misuse form third parties.
2. Error communication. You must inform EXTEDO immediately of any errors or malfunctions on the Service, indicating how and under which circumstances the error or defect has occurred, by sending an email to support@EXTEDO.com.
3. Number of Users. You must ensure that only Users that You have previously authenticated and authorised via the Service Description can have access to EXTEDO university. No more than the allowable maximum number of Users can have access.
4. Technical requirements. You have the sole responsibility for ensuring that the Users of EXTEDO University have access to an internet connection as well as appropriate software and hardware equipment. You are solely responsible for the maintenance of these technical requirements. EXTEDO will not assume any responsibility for malfunctioning of the Services provided in case the system requirements are not met as a consequence of inability or incapability of the Customer.
This section only applies to You in case You subscribe to EXTEDO University a single service or as a subscription service. This does not apply if You subscribe to any package that includes EXTEDO University as a feature, in such case the provisions related to term on the specific agreement(s) related to that package will apply.
You can have EXTEDO University in two different basis:
- On a subscription basis: for a period of three (3) months that will be renewed automatically for the same period of time and in the same conditions as previously defined in the Service Description. The Service will continue if no notice of termination on a written form via the e-commerce platform is addressed by the Customer.
- On a single service basis: you will have access rights for an unique period of time of three (3) months. After that period, Your access to the Service will be cancelled.
The specific details on the term of the Service will be defined in the Service Description.
4. Remuneration and payment
This section only applies to You in case You subscribe to EXTEDO University as a single service or as a subscription service. This does not apply if You subscribe to any package that includes EXTEDO University as a feature, in such case the provisions related to remuneration and payment on the specific agreement(s) related to that package will apply.
The calculation of the price and remuneration for the subscription or the single service will be scheduled on the Service Description provided to You.
The Service is billed in advance and is non-refundable. There will be no refunds or credits for partial months of service, upgrade/downgrade refunds, or refunds for months unused with an open account.
You agree to provide payment for the Service in the stipulated currency and You will be liable to pay any relevant conversion charges, as well as applicable sales tax in Your region. Please note that EXTEDO must receive Your payment in full before providing You with access to the Service.
Your payment includes an access to the Service for a limited period that is appropriate for the eLearning content. EXTEDO will not provide a refund if You fail to complete the content within the allocated time, except at our absolute and sole discretion.
We reserve our right to review and change the pricing of any of our products. This will not affect services that have already been purchased.
5. Intellectual Property Rights
Intellectual property of EXTEDO. Rights of EXTEDO on the Documentation: any text, graphics, audiovisual material, sound recordings, computer code, data, plans, blueprints, specifications, reports, ideas, inventions, improvements, knowledge, and any other content, technology or other subject matter of any nature whatsoever that is conceived, created, developed or otherwise provided or made available by EXTEDO within the Scope of EXTEDO University to You, including without limitation deliverable of any kind provided, Documentation, training material or reports shall belong exclusively to EXTEDO. You will receive under these Terms a restricted, revocable, limited and untransferable right of use over such material. Under no circumstances you are entitled to make a copy, distribute, reproduce or sublicense any of the materials subject to be copyrighted for ANY purpose.
6. Data Protection
1. EXTEDO is committed to fulfill the highest standards on privacy and to comply with the General Data Protection Regulation (GDPR). EXTEDO collects and processes your personal data on the basis of the provision of EXTEDO University. More information on how personal data is handled within the scope of this Service can be found in the privacy statement.
7. No Warranty
1. EXTEDO University is provided on 'As Is' and 'As available' basis and it may contain defects. User is advised to safeguard important data, to use caution and not to rely in any way on the correct functioning or performance of EXTEDO University. EXTEDO shall not be liable for loss of data or business interruption during or after termination of the subscription to EXTEDO University.
2. EXTEDO does not warrant that (i) the Service will meet Your specific requirements, (ii) the Service will be uninterrupted, secure, or error-free, and (iii) the quality of the Services, information, Documents or other material purchased or obtained by You through the Service will meet Your expectations.
3. EXTEDO makes and User receives no warranties in connection with the Service, or improvements or modifications thereto, delivered hereunder, express, implied, statutory or in any other provision of this agreement or communication between EXTEDO and User. EXTEDO specifically disclaims all implied warranties, including warranties of merchantability, non-infringement and fitness for a particular purpose, or arising from a course of dealing, usage or trade practice. However, the User will inform EXTEDO of problems occurring when using the Service.
8 Liability provisions
1. Liability on the part of EXTEDO is excluded in as far as this is not based on intent nor gross negligence or any liability does not result from the Product Liability laws or other non-modifiable statutory regulations.
2. EXTEDO shall not be liable for loss of data or business interruption during the term of the Service. In no event shall EXTEDO or its suppliers be liable for any, incidental or consequential damages, lost profits or lost data, or any other indirect damages even if EXTEDO has been informed of the possibility thereof.
1. Confidential information shall be understood as all information in an oral, visual or written form or exchanged / transferred by data carriers, any knowledge or results thereby achieved, written documents, drawings, plans, specifications, company secrets, methods, formula, exchanged knowhow, as well as any materials and other objects (hereinafter called "Confidential Information") provided to the Customer and specifically designated or labelled as confidential.
2. Customer shall protect any confidential Information obtained from EXTEDO with the same standard of care with which it protects its own business and trade secrets but at least with standard of care of a prudent business person.
3. The Customer shall disclose confidential Information to only those persons within its organisation who work with such and therefore require access to the information. The Customer shall ensure that any such persons are informed of this agreement and shall ensure that the information is correspondingly handled in a confidential manner.
4. The Customer shall not be bound by a duty of confidentiality if such confidential Information
a) is generally known at the time of disclosure;
b) becomes generally known without the Customer having breached any duty to protect confidentiality;
c) was already in the possession of the Customer at the time of disclosure or was not obtained directly or indirectly from EXTEDO;
d) simultaneously with or after the disclosure was lawfully obtained from a third party and such third party had not directly or indirectly obtained the information from EXTEDO or was authorised to disclose such information in relation to EXTEDO;
e) was derived from own work in the possession of the Customer or was obtained through own work at a later stage without the persons involved in such work having access to the disclosed Confidential Information;
f) must be disclosed because of a binding order of an authority whereby the Customer shall notify EXTEDO of such case without unreasonable delay and upon request shall advise of any information necessary for any appeal or objection.
5. Any publication in which confidential Information may be mentioned is to be approved by EXTEDO in good time in advance.
10 Governing Law and Jurisdiction
These Terms and Conditions are subject to German law and Munich is agreed as the place of jurisdiction. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is hereby excluded. The User shall not assign, in any manner, its right, obligation or interest in or under this Agreement without the prior written consent of EXTEDO.