Terms & Conditions | INTEGRTR.platform

This document is effective as of 1st January 2021.

General Terms and Conditions in regard to the Use of the Information Lifecycle Management (InLiMa) Platform of INTEGRTR GmbH as “Software as a Service” (SaaS)

With the platform INTEGRTR, INTEGRTR GmbH, 4. Industriestrasse 12, D-68766 Hockenheim, legally represented by the Managing Directors (hereinafter referred to as “INTEGRTR”), is providing registered business customers with a web-based integration lifecycle management software (InLiMa) to support technical integration in the HCM environment as a Software as a Service solution (“SaaS”).

1. General provisions, scope of application and Customers

(1) INTEGRTR provides its services exclusively to entrepreneurs (hereinafter: “Customers”) on the basis of these contractual terms and conditions.

(2) The subject matter of the contract results from this contractual terms and conditions, an individual contract concluded, if applicable.

(3) These Terms and Conditions shall apply to all contracts concluded within the scope of business relations between INTEGRTR and its customers.

(4) These contractual conditions apply exclusively. Deviating contractual terms and conditions of the customer shall only apply if and to the extent they are expressly acknowledged by INTEGRTR in writing. This requirement of consent shall apply in any case, for example even if we provide the service to the customer without reservation in knowledge of the customer’s contractual terms and conditions.

(5) Individual agreements made with the Customer in individual cases (including collateral agreements, supplements and amendments) shall in any case take precedence over these Terms and Conditions of Contract. Subject to proof to the contrary, a written contract or our written confirmation shall be authoritative for the content of such agreements.

2. Materialization of the agreement and test phase

(1) The contract between INTEGRTR and the Customer shall be concluded by the Customer registering on the portal of INTEGRTR and agreeing to the validity of the contractual terms and conditions of INTEGRTR and INTEGRTR subsequently confirming the registration.

(2) Unless otherwise agreed, the contract term shall start with a free trial period of 14 days. This free trial period is intended to allow new customers to first try out the platform or individual applications of the platform and to get to know the functions. INTEGRTR reserves the right to limit or extend the availability or duration of the free trial period. INTEGRTR will inform the customer in time about the restriction of the test phase.

(3) After expiration of the trial period, the Customer has the option to conclude a paid contract with INTEGRTR for the use of the platform. The Customer may choose separate applications and for some of them even different deployment options.

(4) For the conclusion of a contract on the chargeable use of the platform or single applications with annual billing, the Sales Team of INTEGRTR shall, upon request, prepare an appropriate offer in writing or text form, which shall be accepted by the Customer by confirmation in text form and .

3. Subject matter of the agreement/Nature and scope of the services

(1) The subject matter of the agreement is the licensing of software (hereinafter referred to as “Platform” or “Software” for use by remote access on the servers of INTEGRTR or providers commissioned by INTEGRTR (“INTEGRTR Servers”). In this context, INTEGRTR also provides server capacities on INTEGRTR servers for storing the data generated by the user using the software application (“Data Hosting”).

(2) INTEGRTR makes the platform available to the Customer for use at the router exit of the respective data center (“Transfer Point”). The software shall always remain on the INTEGRTR server. INTEGRTR does not owe any guarantee to provide the data link between the Transfer Point and the Customer’s IT systems.

(3) INTEGRTR shall provide the Customer with the user IDs and passwords (“Access Data”) required to access the Platform or Application.

(4) The connection of the Customer to the Internet and the maintenance of the network connection as well as the procurement and provision of the hardware required for this on the part of the Customer shall not be subject matter of the contract. The Customer itself shall be obligated at its own expense and risk to provide and maintain an Internet connection for its company that meets its requirements.

4. Training and additional services

(1) INTEGRTR shall, together with the software, provide the Customer with electronic user documentation (Operating Instructions) as online help, in English.

(2) INTEGRTR shall, in addition, at the Customers`s request, provide consultancy and support services in regard to the introduction and application of the platform and programs, such as support with the configuration, training of employees of the Customer or assistance in putting the software into operation. The latter shall likewise include individually providing all stored data in a form specified by the Customer. Said services will be provided at the Customer’s request, and invoiced to the latter in accordance with what has been contractually agreed on. In addition, INTEGRTR’s Terms and Conditions of Training shall apply, which will be made available separately if training services are commissioned.

(3) Any programming effort required in order to provide special functionalities tailored to the Customer’s requirements will be charged for in line with a separate order, and according to time expended, in accordance with INTEGRTR‘s respective current price list, which will be made available with the contract.

5. Remuneration, terms of payment

(1) A monthly basic fee is charged for the use of the platform. The basic fee includes the use by one user and per application. The amount of the total monthly fee owed depends on the number of users of the customer and on the selection and use of additional content offered via the platform (“inAPP purchases”). The respective current price list shall apply (on request – sales@integrtr.com).

(2) The basic monthly fee, as well as the use fee for additional users per customer project, will be charged by INTEGRTR for twelve (12) months in advance. Any further content will be charged for in accordance with use in the respective month. The Customer will receive the invoice by email as a .pdf document, at the email address specified by the Customer.

(3) The remuneration for the contractual services will additionally be established in the use contract or in the Cooperation Partner Contract.

(4) Any further services which the Customer is required to remunerate separately, in line with expenditure, will be charged for monthly, at the beginning of the following month.

(5) Invoices are always to be paid in euros. All the details in the pricing model are exclusive of the statutory VAT.

(6) The Customer will receive one personalized access authorization per user, consisting of a user ID and a password. The Customer may only inform the respective authorized user of the user ID and the password, and is otherwise obliged to keep confidentiality. The use of one user ID by multiple individuals is not permitted. Should a user ID be used by further individuals, INTEGRTR shall be entitled to require a use fee for each further user of the ID.

6. Use of the platform and access data

(1) The customer receives a personalized access authorization per user, consisting of a user ID and a password. The customer may only disclose the user ID and password to the respective authorized user and is otherwise obligated to maintain secrecy. The use of a user ID by more than one person is not permitted. If a user ID is used by additional persons, INTEGRTR is entitled to charge a user fee for each additional user of the ID.

(2) The Customer is prohibited from passing on his or her personal access data to an unauthorized third party. All access data is to be stored in protected form, so that third parties cannot access it. The Customer shall inform INTEGRTR without delay if any suspicion exists that unauthorized third parties could have become aware of access data. Should there be a suspicion of an unauthorized third party having become aware of access data, INTEGRTR shall be entitled to temporarily block the Customer’s access to his, her or its account.

(4) The Customer shall not be entitled to use the software for business purposes of third parties or to allow third parties to use it for themselves or make it accessible to third parties. Excepted herefrom are any third parties who have been entrusted, within the context of a written mandate from the Customer, with activities within the scope of carrying out the transactions of the Customer.

7. Copyrights and other rights

(1) The copyright and any other intellectual property rights in the software, including the user documentation, shall exclusively belong to INTEGRTR in relation to the Contractual Partner. The Contractual Partner shall only be given the non-exclusive rights of use in the platform described in more detail, the user documentation and the programs.

(2) The Contractual Partner shall be given a non-exclusive, non-transferable and non-sublicensable right in the platform, the user documentation and the software programs, chronologically limited to the duration of the Contract, to use the latter for its own business purposes. Any rights extending beyond that, in particular the right of duplication, dissemination, including the leasing (on) of the software, editing or making it publicly available, shall rest with INTEGRTR. The software may only be used by the Contractual Partner for the contractual purpose. The intended use of the software can be inferred in detail from INTEGRTR’s General Provisions. Any use of the platform, the user documentation and the programs offered for download extending beyond the intended use is not permitted.

(3) The data processed on the platform belongs to the Contractual Partner or its Customers. INTEGRTR hereby grants the latter all rights in the data transmitted by it necessary to fulfill the Contract, in particular to store and process its data. INTEGRTR shall, moreover, receive the right from the Contractual Partner to evaluate the data processed with the platform in an anonymized form, for analysis and benchmarking purposes, and, for this purpose, to merge it with other data, duplicate it and process it. INTEGRTR shall, in the process, ensure that the Contractual Partner or any other persons are not identifiable to third parties in the event of the findings being published. Any other use of the data by INTEGRTR, or passing on of data that has not been anonymized to third parties, is not permitted.

8. Obligation on the part of the Contractual Partner to cooperate

(1) The Contractual Partner undertakes not to store any content on the platform, the transmission, storage or use of which violates applicable law or agreements with third parties (e.g. in regard to confidentiality). The Contractual Partner shall not manipulate the software, and not store any data whatsoever on INTEGRTR’s servers which damages or jeopardizes the software, the servers, the remainder of the IT infrastructure or data of other customers.

(2) The Contractual Partner shall be required to comply with applicable law and preserve the rights of third parties. The Contractual Partner shall, in particular, be prohibited from

  • infringing any intellectual property rights of third parties, such as trademarks, copyrights and name rights;
  • making use of insulting, defamatory or other content relevant under criminal law;
  • deploying any mechanisms, software and/or scripts extending beyond the features and interfaces provided on the platform, in particular if services of INTEGRTR are, as a result, blocked, modified, copied and/or overwritten and said services are necessary for the contractual use of the platform; or
  • attempting to impair the security systems used by INTEGRTR or its subcontractors for the platform and programs offered there, or the content accessible on the platform, by altering data (Sec. 303(a) German Criminal Code (StGB)), engaging in computer sabotage (Sec. 303(b) German Criminal Code), falsifying data needed as evidence (Sec. 269, 270 German Criminal Code), suppressing data needed for evidence (Sec. 274 German Criminal Code), engaging in computer fraud (Sec. 263(a) German Criminal Code), spying out data (Sec. 202(a) German Criminal Code), intercepting data (Sec. 202(b) German Criminal Code) or any other criminal offenses, in regard to which corresponding attempts will be made by INTEGRTR to report the case to the competent District Attorney’s Office.

(3) The Contractual Partner shall take all appropriate precautions within the scope of its obligation to limit damage in the event of any data loss, in particular by regularly checking its own IT systems and regularly preparing backups.

(4) In order to keep the impact of faults to a minimum, the Contractual Partner shall be subject to the following obligations:

  • The Contractual Partner shall draw up and maintain emergency plans for various different fault scenarios.
  • The Contractual Partner shall report any faults occurring to the service email address without delay.
  • The Contractual Partner shall assist INTEGRTR in fixing and analyzing the fault within the scope of what is reasonable.
  • The Contractual Partner shall, following conclusion of the Contract, name contacts authorized to give instructions who may make modifications, adjustments and commission services, also for a fee.

(5) By using the INTEGRTR platform, the Contractual Partner agrees to being named as a reference customer. INTEGRTR shall thus be entitled to publish logos, trademarks and names of the Customer in reference lists and specialist articles. The Contractual Partner may object to this provision in writing.

(6) Cooperation Partners shall, if necessary, ensure that they obtain the necessary rights to use the platform, as well as obtain permission from their customers to pass on data of their customers to INTEGRTR. They shall, moreover, ensure that the obligations to cooperate in accordance with paragraphs 1 to 5 are observed by their customers.

9. Data storage

(1) During the contractual period, INTEGRTR shall provide the Contractual Partner with storage space and computing power in an external data center for storing its transaction data processed with the software (hosting). The data will be processed and stored on external servers, which are operated by a third party on behalf of INTEGRTR. INTEGRTR shall be entitled to provide the contractually agreed services through a third party, namely a subcontractor.

(2) INTEGRTR obtains essential services for operating the platform with Amazon Web Services from Amazon Web Services, Inc. (“AWS”). The terms and conditions of use for the AWS of INTEGRTR that are to be complied with can be accessed at: https://aws.amazon.com/de/agreement/

(3) INTEGRTR shall ensure that the platform is operated in an EU data center.

10.       Confidentiality, data privacy

(1) The contracting parties shall use all documents, information and data which they have received in order to execute this contract exclusively to implement this contract, and, as long as, and to the extent that they have not become generally known, treat them confidentially. These obligations shall also continue in force once this contract has been terminated.

(2) Personal data is only gathered, processed and used by the Contractual Partner, on its own responsibility, in its capacity as Controller within the meaning of the General Data Protection Regulation (GDPR) and any other regulations on data privacy. The Contractual Partner warrants that the data processed with the platform is processed in line with the data privacy provisions, in particular that there is a legal basis for its being processed. INTEGRTR does not process personal data of the contractual partners and their employees or customers for its own purposes. The data is processed on behalf of the Contractual Partner, adhering strictly to the

11.       Warranty/liability

(1) INTEGRTR does not assume any warranty for the results and outputs achieved with the software, in particular their up-to-dateness, correctness, quality and completeness, as far as they are based on the inputs of the customer. The data entered by the customer will not be checked or corrected by INTEGRTR for correctness of content.

(2) Should INTEGRTR provides services to the Customer without any remuneration, e.g. the provision of the Software during a free test phase, INTEGRTR shall be liable in this respect only for intentional and grossly negligent breaches of duty.

(3) If a remuneration is agreed, the following applies: INTEGRTR is liable for intent and gross negligence. Furthermore, INTEGRTR is liable for negligent breach of obligations, the fulfillment of which is essential for the proper execution of the contract, the breach of which endangers the achievement of the purpose of the contract and the observance of which the customer regularly relies on (cardinal obligation). In the latter case, however, INTEGRTR is liable only for foreseeable damage typical of the contract. INTEGRTR is not liable for the slightly negligent breach of obligations other than those mentioned in the above sentences. The above exclusions of liability shall not apply in case of injury to life, body and health.

(4) For defects of the platform which were already present at the time of conclusion of the contract INTEGRTR is liable contrary to the statutory provision of § 536a BGB (German Civil Code) only if INTEGRTR is responsible for such defects.

(5) Except in case of intent or gross negligence and unless it is a cardinal obligation on the part of INTEGRTR, INTEGRTR shall be liable in case of data loss only for the damage which would have occurred even in case of proper and risk-adequate data backup by the customer, limited to the net amount paid for the user fee in the last twelve months prior to the occurrence of the damage.

(6) Data communication via the Internet cannot be guaranteed to be error-free and/or available at all times according to the current state of the art. In this respect, we are not liable for the constant or uninterrupted availability of our services.

(7) The above limitations of liability shall also apply in favor of legal representatives, employees and vicarious agents of INTEGRTR.

12.       Term, termination, handing over/deletion of data

(1) The contract shall have a duration of twelve (12) months as from the contract being signed. It will in each case be extended by a further twelve (12) months unless it is terminated by either Contractual Partner, giving three (3) months’ notice prior to the expiry of the respective term.

(2) It is possible to book additional content at any time. The original term shall not be affected thereby. Additional content will be charged for in the month when it is activated on the platform.

(3) The right of either contractual partner to effect extraordinary termination for a significant reason shall not be affected thereby. A significant reason shall in particular exist for INTEGRTR if the Contractual Partner is in arrears with a significant proportion of the remuneration due, or is in violation of essential obligations arising from the contract in any other way. INTEGRTR may, at its option, if a significant reason exists, temporarily block the Contractual Partner’s access to the platform, and also require the deletion of further programs. INTEGRTR shall request the Customer to remedy the breach of duty or fulfill the contract, setting a reasonable grace period. Any further claims on the part of INTEGRTR shall not be affected thereby.

(4) INTEGRTR may also terminate the contract extraordinarily, with immediate effect, if the Contractual Partner has no longer carried out any transactions subject to a fee with the software during a period of at least twelve (12) months.

(5) Any notice of termination requires to be given in text form, to be valid.

(6) INTEGRTR shall not be obliged to store the Contractual Partner’s data beyond the date of termination of this contract, archive it and/or keep it to hand for access by the Contractual Partner. The Contractual Partner shall, in the event of extraordinary termination, be given the opportunity, for a limited period of time, to back up its data.

(7) Should the contract be terminated extraordinarily by the Contractual Partner due to a breach of duty on the part of INTEGRTR, the Contractual Partner’s payment made for twelve (12) months in advance will be offset and reimbursed to the Contractual Partner pro rata, in accordance with the number of months in which the platform was made available. INTEGRTR shall be entitled to assert rights of retention, irrespective of on what legal grounds.

(8) Should the Contract be terminated extraordinarily by INTEGRTR based on a breach of duty on the part of the Contractual Partner, INTEGRTR shall have a claim to the full contractually agreed remuneration.

13.       Availability, maintenance periods, support

(1) INTEGRTR shall always provide the current version of the platform, and maintain it when required. INTEGRTR shall notify the Contractual Partner about the update no later than two weeks prior to the data of the update or maintenance work. This obligation to give notice shall lapse if it cannot be adhered to due to the urgent necessity of the maintenance or updating. In such cases, INTEGRTR shall inform the Contractual Partner at the earliest possible date.

(2) INTEGRTR offers user support during business hours, Monday to Friday from 9 a.m. until 5 p.m. in the form of a support helpdesk. The helpdesk can be contacted by email at support@integrtr.com. A standby service outside these hours can be agreed separately (“Premium Support”). Notifications sent to Support are to be written in English.

(3) The Contractual Partner shall describe any faults and bugs that have occurred on the platform and in the software in as detailed a manner as possible, so that they can be reproduced and understood by INTEGRTR. Bugs duly notified will be remedied by INTEGRTR within the scope of its repair obligation in line with the guarantee. Details on fault reports and response times are regulated in Appendix 3.

(4) The platform is only updated or maintained outside the service hours specified in paragraph 2, and only if it is acceptable to the Contractual Partner. INTEGRTR is not obliged to make the platform available during an ongoing updating or maintenance procedure. INTEGRTR may, with the Contractual Partner’s consent, also interrupt the provision of the services during the service hours in order to perform the maintenance work for a period of time established in advance. Said periods of time shall not be taken into account when calculating the availability quota. The Contractual Partner shall only refuse consent if a legitimate interest in doing so exists. Such periods of time shall not be taken into account when calculating the availability quota in accordance with paragraph 5.

(5) INTEGRTR makes the software available to the Contractual Partner with an availability level of 99.0%, averaged out over the year. Non-availability is to be assumed if, due to circumstances that fall within INTEGRTR’s sphere of responsibility, the software is not available to the Contractual Partner. Non-availability is in particular not to be assumed if the software is unavailable due to

⦁          the Contractual Partner operating it wrongly, or using it contrary to contract;

⦁          scheduled and announced maintenance or updating work;

⦁          technical problems falling outside INTEGRTR’s sphere of influence; or

⦁          Acts of God.

14.       Amendments to the T&Cs, the price list or the services

(1) The T&Cs may be amended as long as no essential provisions of the contractual relationship are affected thereby and it is necessary in order to adapt to developments which were not foreseeable at the time of the contract being concluded, and where failing to attend to the matter would noticeably impact upon the equilibrium of the contractual relationship. Material provisions shall in particular mean any on the nature and scope of the contractually agreed services and the term, including the provisions on termination. Adaptations to or supplementations of the T&Cs may, moreover, only be made to the extent that is required in order to eliminate any difficulties in implementing the contract due to circumstances that have occurred since the contract was concluded. This may in particular be the case if the case law is amended and one or more clauses of these T&Cs are affected by it.

(2) The contract specifications may be amended if it is necessary for cogent reasons and the Contractual Partner is not objectively put in a worse position in regard to the specification of services included at the time of the contract being concluded, as a result (e.g. features should be retained or improved), and the latter is not noticeably deviated from. A cogent reason exists if there are technical innovations on the market for the services due or if third parties from which INTEGRTR obtains prior services needed in order to provide the services change the range of services which they have on offer.

(3) The agreed prices may be increased in order to compensate increased costs. This is the case, for example, if third parties from which INTEGRTR obtains prior services needed in order to provide the services due under this contract raise their prices. Price increases are also possible to the extent that they are occasioned by an increase in the VAT.

(4) The Contractual Partner will be notified in writing about any amendments to the T&Cs, specifications of services and prices intended in accordance with paragraphs 1 to 3 which are not exclusively caused by an increase in the VAT at least six weeks prior to their coming into force. The Contractual Partner shall be entitled to assert a special right of termination as at the date of the amendments coming into force. Should the Contractual Partner not terminate the contract in writing within six weeks of receipt of the amendment notification, the amendments shall become part of the contract as at the date of coming into force. This consequence is specially pointed out to the Contractual Partner in the amendment notification.

15.       Right to involve third parties

INTEGRTR shall be entitled to commission third parties with providing parts of the contractual services, or the entire contractual services, and to replace the service providers and vicarious agents commissioned at any time.

16.       Final provisions

(1) Any General Terms and Conditions of Business of the Contractual Partner to the contrary shall only apply if, and to the extent that, INTEGRTR has expressly consented to them in writing.

(2) Any amendments and additions to the agreement shall require to be made in writing. The requirement for the written form may not be dispensed with through a verbal agreement.

(3) In the event of a provision of this agreement or its appendices being invalid or impracticable or not being enforceable, the validity of the remaining provisions of this agreement or its appendices shall not be affected thereby. The invalid, impracticable or unenforceable provision is to be replaced by a lawful, valid and enforceable provision which, as far as is possible, is in line with the parties’ intentions in regard to the economic outcome. The same shall apply in the event of the contracting parties establishing in retrospect that the agreement or its appendices contain any unintentional loophole.

(4) This agreement shall exclusively be subject to the law of the Federal Republic of Germany, subject to exclusion of the UN Convention on the International Sale of Goods (CISG). The exclusive place of jurisdiction for any disputes arising from this contractual relationship shall be Mannheim.

This policy is effective as of 1st January 2021.

 

Contact Information:

INTEGRTR GmbH, 4. Industriestrasse 12, 68766 Hockenheim, Germany.

https://www.integrtr.com

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