General Terms & Conditions

 

 

General Terms & Conditions (GT&Cs)

Please note: This is only a translation in order to support you in understanding our General Terms & Conditions. The German version is solely decisive.

 

The following General Terms and Conditions ("GT&Cs") govern the legal relationship between you and us ("zapliance GmbH", Gotenstraße 17, 20097 Hamburg, Germany) in relation to all Products (as defined below), which can be purchased on this website (hereinafter referred to as the "website") and all Transactions (as defined below), which can be made via the website.

Unless we expressly state otherwise, all Transactions, all Products and your use of such Products are subject to these GT&Cs.

 

1. Products

The user may access some of our Products free-of-charge after registration. Other Products are accessible on a payable basis. For access to the various Product and Service offers on the website, the normal rates of connection of connection providers, e.g. Internet Service providers, apply.

All our Products, e.g. Software, Challenge Keys and other protectable items (referred to collectively hereinafter as the "Digital Products"), as well as hardware (such as servers, for example) (referred to collectively hereinafter as the "Physical Products") or services, such as training or workshops (referred to collectively hereinafter as the "Services")

(all of the above being referred to together as the "Products") are protected by intellectual property rights. All rights to the Products are retained by us and/or our licensors or suppliers. Subject to compliance with the provisions of these GT&Cs, as well as with all other applicable terms of business that are concluded with you by us and/or our licensors as the basis of our legal relationship with you, in accordance with these GT&Cs you have a restricted right to use the purchased Products exclusively for your own commercial purposes, whereby this right may only be transferred to others if it is legally permitted to do so.

The making available of Digital Products for download does not constitute any granting of rights extending beyond the provisions of these GT&Cs or any waiver of any one of our rights or of the rights of the copyright owners or owners of other rights to such Digital Products, or to content or other copyrightable media, which is embodied in or associated with such Products. You understand that the website and the Digital Products include and/or rely on a security framework using technology that protects Digital information and imposes usage rules established by us, our affiliates and our (or their) licensors, and you hereby agree to abide by such usage rules, including those set out in Clause 8 ("License Terms").

 

2. Product purchases

Once you have successfully registered on our website, you may download the free Digital Products (software) free-of-charge and in accordance with the License Terms as per Clause 8.

A project key only needs to be purchased to activate use of the end Product (report) or parts thereof. Products which are subject to payment can be purchased as an individual Product order (physical Products and services) or as a continuing obligation in the form of a subscription (Digital Products).

Subscriptions consist of a given number of vouchers for challenge keys that enable project keys to be redeemed in the software, which grant entitlement to use the respective Product within the scope specified in the Product description for the billing period concerned.   The term of a subscription is determined in accordance with the billing period notified to the user at the time of placing the order. The subscription agreement is extended at the end of each billing period by a subsequent billing period and remains in effect until it is terminated in accordance with Clause 6 ("Termination of subscription").The vouchers are granted and the possibility of use is made available in return for a total annual price. This total price for a billing period is due, independent of whether or how a customer makes use of the offer, and thus in particular also in the event that the customer does not or does not fully redeem the vouchers granted to it. The possibility given by us of using the project key within the billing period in itself constitutes fulfillment of our contractual obligation to perform.

Trial subscriptions enable the user to use a project key free-of-charge for test purposes for the given trial period. This means that the user can use the report free-of-charge within the trial period. A regular (payable) subscription begins at the end of the trial period, unless the trial subscription has been terminated as per Clause 6 ("Termination of subscription").

If you wish to purchase Products offered via the website, you will be asked to provide certain information in relation to such a Transaction, including your credit card number or other payment information (e.g. your bank account details), your billing address and your shipping information. By initiating a Transaction, you declare that (A) you are of the age of majority and are legally capable of forming a binding contract with us; (B) you have the legal right to use the means of payment selected by you and (C) the purchased Products are to be used exclusively for your own commercial purposes. By submitting such information, you grant us the right to use such information in accordance with Clause 9 ("Data protection"), in particular by providing such information to third parties for purposes of facilitating the completion of Transactions initiated by you or on your behalf by third parties. Verification of information may be required prior to the confirmation or completion of any Transaction.

Descriptions and images of, and references to, Products on the Site do not constitute any guarantees on our part in relation to such Products. We reserve the right to change Product descriptions, images, and references; limit the available quantity of any Product; bar a user from making Transactions; refuse to provide any user with any Product; and/or refuse or cancel any Transaction prior to our acceptance of such a Transaction pursuant to this Section 2. The price and availability of any Product offered are subject to change without notice until a legally binding purchase agreement is concluded. Product prices are stated as net prices exclusive of sales tax, unless expressly stipulated otherwise in these GT&Cs, in any other applicable terms of business that are concluded with you by us and/or our licensors as the basis of our legal relationship with you or in the Product description. You shall pay all charges to us and third parties that may be incurred by you, at the price(s) in effect when such charges are incurred, and in particular, the purchase price, as well as all shipping and handling charges. In addition, you remain responsible for any taxes and other duties (including any customs duties) that may be applicable to your Transactions.

Except to the extent provided otherwise by law, all Transactions made via the website and accepted by us are binding, and payments made as a result of such Transactions are non-refundable, unless expressly stipulated otherwise in these GT&Cs. We or our appointed representatives will inform you if all or any portion of your order is canceled or if additional or different information is required to accept your order.

To make a Transaction on the website, please follow these steps:

To order one or more Products, click on the “Shopping Basket” symbol at the end of the selection process. The Product(s) will then be added to your virtual shopping basket. You may now commence the purchase process.

You are then taken to the virtual shopping basket, where you will see the Products that you have selected listed. Check if your order is correct and complete as shown and then click "Next". If you have not yet logged onto the website, you will be asked to do so. If you have not yet registered for the website, you will be asked to register free-of-charge for the website. Once you have registered and logged in, you will be asked to create a company account or to join an existing company account. The user is obliged to provide full and accurate details as required upon registration and company registration. The user also undertakes to update his/her details, immediately and without having to be requested to do so, should there be any change to them.

You will subsequently be asked to specify your billing address, as well as your optional delivery address (if different) for Physical Products. Then click on "Next".

You can now select your chosen means of payment from the possibilities listed. Then click on "Next" again. You now come to the final overview of your order (Item List, Billing and Delivery Address, Payment Details, Shipping Method, Total Price for the whole order).

As soon as you click the "Buy" button, the order will be transmitted to us for processing. Your order constitutes an offer made to us to purchase the Product.

The offer relating to Products will only be accepted by us once you have received an order confirmation for your order by e-mail. Receipt of the order confirmation establishes an agreement to purchase the ordered Products. Prior to this, the user shall have no claim to delivery of the ordered Product and/or Service. We reserve the right not to accept individual order items.

Should your order contain free Digital Products (Challenge Key), upon completing your order, you will be re-directed to a Download page, where you will have the possibility of activating the project key placed at your disposal.

The project key enables you to then activate the report in the software.

 

3. Hardware rental

We offer you the possibility of providing you with hardware for the use of our Digital Products. The supplementary General Terms and Conditions of Rental also apply to the provision of hardware.

 

4. Services

The following supplementary conditions also apply for the Services (training, workshops, examination, consultancy) offered by us:

Assignments are subject to Service contract law, unless the application of law on contracts to produce work has been expressly agreed to.

Our Service and quality descriptions provided as part of assignments do not constitute any warranted characteristics.

Further mandatory services, such as our "Onboarding Workshop", for example, can be linked with the acquisition of Digital Products. Your attention will be expressly drawn in each case to any mandatory services during the order process.

 

Daily rate

To the extent that we render additional Services due at the request of or the consent of the customer, the customer undertakes to additionally pay the services based on the agreed daily rate for zapliance Professionals, zapliance Managers or zapliance Partners. If not agreed otherwise, the minimum daily rate is defined as the daily rate of the zapliance Professional, currently displayed in the zapliance Webshop. 

The smallest billable time is half a daily rate. Upon exceeding 5 hours per started date, the respective daily rate applies.

Travel expenses

To the extent that we render services due at the request of or with the consent of the customer that are provided off our business premises, the customer undertakes to additionally pay travel costs and expenses based on the following scale:

Flights: within Europe: Economy Class, Intercontinental: Business Class

Rail: 1st class
Car: Flat rate per kilometer: 1,00 €
Hotel: cost-based, at least 4-star
Public transport, taxi and parking fees: cost-based
Per diem expense allowance: € 30 for 8 hrs. or more
Travel time is to be included in the agreed daily rates.

Duties of cooperation of the customer

The customer undertakes to support us to the best of its abilities in carrying out each respective individual assignment.

The duties of cooperation in individual cases shall be agreed for each respective individual assignment. Unless agreed otherwise in the respective individual assignment, the duties of cooperation in particular include:

The handover of the documents required to carry out the assignment upon the request at the start of the assignment.

The nomination of expert employees for the gathering of information.

The granting of the possibility of logical or physical access to all the customer's technical facilities, which are necessary to carry out the respective individual assignment.

The taking of data protection measures (backups), to the extent that the results of our work are held or stored on the customer's systems.

In the event that services are rendered on the customer's premises, it is obliged to make suitable workstations available during usual working hours.

Should the customer fall in arrears with the provision of cooperation services and if the further provision of services is hindered by the failure to provide cooperation services, the agreed deadlines shall be put back in accordance with the period of the delay. In this case, we can demand appropriate compensation for the period of the delay.

Cancellations

Mandatory services cannot be canceled. Booked and confirmed appointments can be postponed up to two times by the customer, without the value of the order having to be charged.

Our non-mandatory training courses and workshops can be canceled up to 21 days before they are due to begin. In the case of cancellations made up to 14 days before the start of the first appointment, 50% of the order value will be charged. In the event of cancellation after this time, 100% of the order value will be charged. The order value relates to all the appointments booked and confirmed by you in the offer.

The customer is entitled to provide proof at any time that no damages or damages of a lesser amount were incurred.

Scope of Service/Change in scope of Service/Place of performance

The agreed Service results from the respective individual assignment.

Agreed appointments are postponed, or deadlines are put back by the period of time, which is necessary in order to make changes to the agreed scope of Service.

The additional cost incurred due to changes is to be covered by the customer at the hourly rates for the individual agreement. If a fixed price has been agreed and it is necessary to incur additional cost to make changes, we will draw up a binding revised offer for you at a revised fixed price prior to making the changes. Should a not inconsiderable cost have to be incurred to draw up the revised offer, the cost of drawing up the offer is to be paid for separately.

 

5. Payment, Retention of title, Product delivery

Payments are made by our Webshop via the following means of payment

  • Advance payment
  • Invoice

Payments upon invoice are due immediately and payable within 14 days. The rights of use to all ordered products are only transferred to you once the agreed price has been paid in full.

 

6. Termination of subscription

Continuing obligations (subscriptions) may be terminated via the webshop or in writing, without having to give any reason for doing so, subject to a period of notice of three months and at the earliest upon expiry of the minimum subscription period.

Trial subscriptions can be terminated via the webshop or in writing, without having to give any reason for doing so, at any time within the trial period specified in each respective case. If a trial subscription is not terminated within the trial period, a payable subscription begins at the end of the trial period.

 

7. Liability

Our liability, as well as our liability for our vicarious agents and legal representatives is limited to intent and gross negligence. This is with the exception of liability for damages, which arise (i) from an injury to life, limb or health for which we are responsible (ii) from a breach of essential contractual duties for which we are responsible. An essential contractual duty in this sense is a duty, the fulfillment of which is necessary for the compliant performance of the contract and upon compliance with which the other party to the contract relies and has to be able to rely as a matter of course. Claims for compensation for damages due to the negligent breach of essential contractual duties are limited to due to foreseeable damages typical for the type of agreement. Any liability under the German Product Liability Act [Produkthaftungsgesetz] remains unaffected.

 

8. License Terms regarding Digital Products

All Digital Products, that you purchase from us on or via the website, are exclusively for your own commercial use.

Should digital products not be purchased individually, but as part of a package, then the digital products included in this package may only be used by entities within a group. The group is determined according to the scope of consolidation as per IFRS. If the IFRS are not applied within the group, then the scope of consolidation as per the national law of the country in which the parent company of the group is domiciled. A package is defined as a quantity of at least two digital products, where this quantity includes those digital products which have led to the average price of these digital products being lower than the price of purchasing one individual digital product outside of the package.

The license to use our Digital Products is granted subject to the following conditions:

The customer has the necessary and properly licensed SAP systems and interfaces.

zapliance provides no assurances or guarantees with regard to the accuracy of the results or tasks, which arise from use of the software.

All checks that go beyond the stated scope of Service, such as, for example, the tracking of unusual sequences, as well as the assessment of the recommendations made by zapliance within the framework of reporting, and their possible implementation remain exclusively the responsibility of the customer. The conversion or removal of any identified risks, control issues or errors is also not part of our Service. For the carrying out of the assignment, the following cooperation services are in particular required of the customer:

General prerequisites for the use of zapliance

Administrator rights for the installation of zapliance on a notebook or server.
SSD hard disk with at least 1TB storage space
Windows-based 64-bit operating system

Additional prerequisites for the "data mining" phase

SAP user with access rights to the following function modules
RFC_READ_TABLE,
BBP_RFC_READ_TABLE
64-bit SAP-JCO SAP library
Network connection and network shares for SAP system
Connection data for the SAP "Application Server" or "Message Server"

Computer hardware requirements:

At least I7 processor or similar
8 GB of RAM

Additional prerequisites for the "mining" phase

The prerequisites for the "Mining" phase are dependent upon the complexity of the company-code-dependent data. The following prerequisites are therefore determined based on the processing of an "average" dataset, and are also what we recommend for any data mining operation.

Provision of powerful hardware with the following minimum requirements:

At least 32 GB of RAM
At least one Intel I7 processor
At least 1 TB hard drive capacity
USB 3.0 port

The customer shall first ensure that the (network) access of zapliance or zapliance software to the customer's SAP systems – or the direct use of zapliance software on the customer's systems – is successful on an SAP test system (with an updated original dataset). The customer is responsible for ensuring that no damage (virus, system crash, etc.) occurs due to access to or use of the software in the customer's systems and, where necessary, shall take appropriate measures to prevent any such damage.

The customer is responsible within the framework of the project for compliance with all provisions of law (esp. data protection and employment law), as well as, where applicable, for any required involvement of the Data Protection Officer and the Supervisory Board.

The scope of data subject to data mining, as well as the definition, which could contain columns of personal data, is defined in advance by zapliance. The customer is responsible for checking the data scope incl. the columns marked for pseudonymization and verifying them prior to performing data mining in the zapliance software. The zapliance software pseudonymizes all columns, which are defined as personal in the preparation for checks, fully automatically on the basis of the "public key" of the asymmetric key pair generated by the customer. The "private key" is not known to zapliance.

Except as otherwise expressly provided herein, you may not reproduce, publish, transmit, distribute, display, broadcast, re-broadcast, modify, create derivative works from, sell or participate in any sale of or exploit in any way, in whole or in part, directly or indirectly, any of the Digital Products. Except as permitted under applicable law, you may not reverse engineer, decompile, disassemble, modify or disable any of the Digital Products or any copyright protection or use limitation systems associated with the Digital Products. You may not play and then re-digitize any Digital Products, or upload any Digital Products or derivatives of them to the Internet. You may not use the Products in conjunction with any other content, including without limitation, in conjunction with any other Products. You may not transfer, sell or offer to sell the Digital Products, including, without limitation, posting any Digital Product for auction on any Internet auction site or “trading” the Digital Products for money, goods or services. You are not granted any rights of commercial sale, resale, reproduction, distribution or promotional use for the Digital Products. No rights of use for advertising or other marketing purposes are transferred to you as the result of purchase of a Digital Product.

Product Requirements & Compatibility

You acknowledge that use of our Digital Products requires other hardware and software tools, and that the provision of such hardware and software, and in particular any costs thereof, are your responsibility. Except to the extent prohibited by applicable law, we reserve the right to change at any time, with or without prior notice to you, the software or hardware required to download, transfer, copy and/or use or limit the use of the Products.

WE MAKE NO REPRESENTATION OR WARRANTY THAT THE SOFTWARE, HARDWARE, EQUIPMENT OR OTHER DEVICES OR SYSTEMS THAT YOU ARE TO PROVIDE FOR USE OF THE DIGITAL PRODUCTS ARE COMPATIBLE WITH THE DIGITAL PRODUCTS OR THAT THE SOFTWARE, HARDWARE, EQUIPMENT OR OTHER DEVICES OR SYSTEMS THAT ARE TO BE USED TOGETHER WITH THE DIGITAL PRODUCTS WILL FUNCTION IN ANY MANNER. IT IS YOUR SOLE RESPONSIBILITY TO ENSURE THAT YOUR SOFTWARE, HARDWARE, EQUIPMENT AND OTHER DEVICES AND SYSTEM(S) WILL FUNCTION CORRECTLY WITH THE DIGITAL PRODUCTS.

 

9. Data protection

We are entitled to collect, process and use data received from the user, as well as any data that is generated in connection with use of the Service, in accordance with statutory legal provisions, to the extent that it is necessary to do so for the smooth running of the Service and fulfillment of the contractual relationship. To the extent that services are provided by a third party (e.g. the processing of payments) or if a contractual relationship is concluded with a third party, we are, within the framework of statutory legal requirements, entitled and obliged to transfer your data to the Service provider to the extent necessary for fulfillment of the contract and billing. Without your express consent, we shall not transmit any inventory, connection or content-related data to third parties, to the extent that we are not permitted or obliged to do so by law.

Detailed Data Protection Information.

 

10. Applicable law, Competent court of juristication

For all legal Transactions and legal relationships between us and the customer, the laws of the Federal Republic of Germany apply, to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).

The sole competent court of jurisdiction is Hamburg or another competent court of jurisdiction of our choice, if the customer is a merchant in the sense of the German Commercial Code [Handelsgesetzbuch] or a body governed by public law.

If you have any questions please feel free to contact us.

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