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These General Terms and Conditions apply to all agreements between edeXa and the customer regarding the Cloud Services provided by edeXa and all other services, unless mandatory statutory provisions or additional writtenagreements between the customer and edeXa provide otherwise.
The services used by the customer are regularly listed in an order confirmation countersigned by edeXa and the customer or in a purchase contract together with the relevant appendices. The contract between edeXa andthe customer consists of the respective order confirmation or a purchase contract together with appendices as well as the General Terms and Conditions. A contract is also concluded upon online activation of theservices.
edeXa’s General Terms and Conditions shall apply exclusively; edeXa shall not recognize any conflicting or deviating General Terms and Conditions of the customer unless edeXa has expressly agreed to their validity inwriting. Such General Terms and Conditions shall not be considered agreed even if edeXa unreservedly performs services for the customer while being aware of such General Terms and Conditions.
In the event of questions of interpretation between the different language versions of these General Terms and Conditions or an edeXa contract, the German version shall prevail.
Any invalidity or nullity of individual provisions of these General Terms and Conditions does not affect the validity of the remaining provisions. The parties shall replace the ineffective provisions by new provisionswhich come as close as possible to the original meaning of the deleted provisions and the economic purpose of the contract.
With regard to edeXa’s Cloud Services, the customer has a right of access as well as a right of use; this presupposes that both the Cloud Services used and the services are paid for and that the contractual conditionsare observed.
The Cloud Services made available to the customer may only be used for the purpose specified in the contract. Use by third parties is excluded. Further, it is the responsibility of the customer to prevent unauthorizedpersons from accessing the Cloud Services offered as well as the related systems and/or networks. The customer is also obliged to prevent the transmission and/or storage of harmful, infringing, or illegal contentby means of the Cloud Services offered by edeXa.
edeXa provides its Cloud Services in accordance with the service description, but cannot guarantee that the service will be error-free or uninterrupted under all conditions of use.
Periodic or scheduled interruptions of the Cloud Services for technical reasons are usually made outside normal office hours and announced in an appropriate form sufficiently in advance.
edeXa is entitled to interrupt the operation of its Cloud Services for important reasons (such as disruptions, sabotage, risk of misuse, etc.). Such interruptions shall be announced to the customer as soon as possible.edeXa shall not be liable for any damages incurred by the customer or a third party as a result of an interruption of operations for important reasons.
If there is reason to fear that a third party has gained unauthorized access to the customer’s system, edeXa must be informed immediately, access to the Cloud Services must be blocked or its blockage demanded, and edeXa’sinstructions must be followed.
edeXa is entitled to block the Cloud Service access of the customer and/or one or all authorized persons to individual or all services at any time and without prior notice if it deems this to be appropriate for objectivereasons in its sole discretion. If access is blocked, edeXa shall assume no liability for any resulting damages to the customer or a third party.
edeXa only processes electronic data, in the agreed data format, that can be executed without reservations and/or have no inadmissible content.
In the event of loss or destruction of the electronic data, the customer must be able to submit an electronic copy for renewed processing at edeXa’s request.
Customers’ legal transactions underlying the electronic data are to be handled directly and exclusively between the parties involved. edeXa assumes no liability in this regard.
edeXa checks neither the commercial basis/correctness of the contents nor the completeness of the electronic documents submitted to edeXa.
If, for example, a customer who is taxable in another country receives electronic documents via edeXa, he is solely responsible for compliance with the relevant laws and regulations in that country.
If edeXa is brought to account for the transmission of electronic data for an illegal purpose or otherwise by a third party, the customer undertakes to indemnify and hold edeXa fully harmless.
edeXa is responsible for the proper processing and transmission of the customer’s electronic data it has received (on its data storage) up to the designated recipient’s sphere of responsibility.
Electronic data shall be deemed to have been delivered within the customer’s sphere of responsibility as soon as it can be retrieved by the customer. The customer acknowledges that electronic documents edeXa has madeavailable in the sphere of responsibility have been delivered in a legally compliant manner.
Data exchanged in the context of providing the Cloud Services qualify as business correspondence of the individual customers, but not of edeXa. Such correspondence is subject to the country-specific legal provisionson storage.
Objections against unjustified or incorrect execution and complaints of any kind must be made within 14 days of processing the electronic document. Otherwise, the individual transactions of the business case shall bedeemed accepted.
Unless otherwise agreed in writing with the customer, the data associated with an electronic document shall be kept available to the customer on edeXa’s systems for 120 days. After this period, these data will be irrevocablydeleted and it will no longer be possible to query those data. This does not apply to data stored in an “online archive” activated by purchasing the online archive service for a fee.
In our understanding, confidential information refers to business-related data and documents that are not publicly accessible; this information will have been made known to the other party in the run-up to the contractor as part of the cooperation after conclusion of the contract.
Each contracting party undertakes to use any knowledge of the other party’s company and/or trade secrets acquired within the scope of the contractual relationship solely for the purpose of executing the contract, andto treat it confidentially for an unlimited period of time.
edeXa undertakes to keep secret all information, documents and data which it becomes aware of in the course of exercising this contract and not to disclose this information to unauthorized third parties. The obligationto maintain secrecy applies to all data subject to bank-client confidentiality and trade secrecy. The employees of edeXa are obliged to maintain trade secrecy. edeXa also pledges to hold third parties commissionedby edeXa within the scope of this agreement to secrecy.
The parties to the contract, edeXa and the customer, undertake to comply with the applicable provisions of the data protection regulations, in particular to keep secret, protect and use exclusively for the purpose forwhich they were disclosed any personal data that may become known in the course of providing the contractual services.
If it complies with the legal requirements or the order of a competent authority or court, edeXa is entitled to forward confidential information to third parties. Provided that it does not violate applicable law andthat it is also feasible, edeXa will inform the customer accordingly.
Unless otherwise stipulated in the contract, edeXa may publish a company name, a company logo, a brief description approved by the customer, an address, or a web address on a publicly accessible website.
“Personal data” means any information relating to an identified or identifiable natural person. Insofar as we determine the purpose and means of the processing of personal data in our company, we are the so-called responsibleparty within the meaning of the GDPR. This applies, for example, when the customer visits our websites. Wherever personal data are concerned that have been sent to us by our customers because they use our services,we do not decide on the means and purpose of processing, meaning customers of edeXa are the controllers and edeXa is merely the processor. Whenever the customer transmits personal data to edeXa, it is the responsibilityof the customer, as the controller, to obtain all necessary consent with regard to the personal data sent to edeXa.
The customer is fully responsible for customer data that is transmitted by the customer. The customer guarantees that he has the authorizations for data transmission and that he has all necessary official approvals.We operate in an international environment and accordingly offer our services internationally, due to which it is possible that personal data can also be transferred to or accessed in countries outside the respectiveuser’s country of residence. With regard to this processing in a third country, the customer declares that he is aware of it and that he agrees to it. Accordingly, we take precautions to maintain the necessary andadequate level of protection.
Whenever the processing of personal data is transferred to a state outside the EU and no adequacy decision has been taken by the EU Commission, the necessary level of data protection is maintained, for example, by usingstandard contractual clauses of the EU Commission or by agreeing on the necessary contractual provisions. Upon request, we will send these to the customer without disclosing any trade secrets.
Both edeXa and the customer shall take the necessary and appropriate technical and organizational measures to protect personal data to a sufficient extent (guarantee of the level of protection). Upon request, we willsend these to the customer without disclosing any trade secrets.
edeXa undertakes to fulfil the agreed obligations duly and within the scope of its expertise and diligence. Should it fail to do so, the customer shall immediately notify edeXa in writing of the deficiency and grantedeXa a reasonable period of time to remedy the deficiency.
If edeXa does not remedy the deficiency within a reasonable period of time, the customer has the right to terminate the contract. The customer has the right to terminate the contract within three months of edeXa’s failureto remedy the deficiency. In this case, any prepaid costs would be reimbursed by edeXa.
edeXa is only liable for damages to customers or third parties if these were caused intentionally or through gross negligence and if the customer or third party is not at fault.
Also, to the legally permissible extent, edeXa shall not be liable to the customer for any damages caused to the customer as a result of malfunctions or operational interruptions of the edeXa systems.
Further, to the permissible legal extent, edeXa expressly excludes any liability for damages resulting from the non-performance or poor performance of the customer’s contractual obligations as well as for indirect orconsequential damages, such as foregone earnings, unrealized savings, additional expenses, or claims of third parties. Liability for company values, public reputation, and similar cases is also excluded. Finally,again to the legally permissible extent, the exclusion of liability also applies in the event of insufficient cooperation on the part of customers, noncompliance with provisions regarding the handling of user IDsand passwords, or insufficient data backup.
Since data exchange takes place via public and non-privately protected telecommunications equipment (Internet, telephone network, etc.) of third parties, this is beyond edeXa’s sphere of influence and we therefore acceptno liability whatsoever for damages incurred by the customer as a result of transmission errors, technical defects, malfunctions, interruptions, or unlawful interventions in the telecommunications equipment.
edeXa shall not be liable for damages caused by force majeure; this includes in particular natural disasters, fire, strike, war, and official orders.
Neither party shall be liable for any loss, foregone earnings, damage of business, goodwill, or public image, or other economic loss (BW’s liability). This includes, in particular, damages that are not typically foreseeable.
All claims arising from the contract must be asserted within 12 months of the claim (event) being made.
The customer bears sole responsibility and liability for the content of the data which he stores with edeXa or transmits via edeXa. Therefore, no third-party claims can be asserted in this context and the customer indemnifiesedeXa against all third-party claims. edeXa is in no way obliged to check the content of customer offers and disclaims any liability for their content.
The customer is responsible for ensuring that the data which he or his customers or business partners transmit to edeXa and which are stored there do not contain any illegal or immoral content and that the owner ofthe data agrees to the transmission of the data to edeXa. In the event of violation of these provisions, edeXa reserves the right to terminate the contract with the customer without notice.
edeXa guarantees that its services have the characteristics assured in writing and that the work assigned to it will be carried out diligently.
edeXa undertakes to carry out all work by qualified personnel or to have it carried out by qualified third parties.
edeXa shall inform the customer in a suitable manner sufficiently in advance of a foreseeable interruption of service due to repair or maintenance work. edeXa shall not be liable for any resulting damages suffered bythe customer or a third party.
The customer undertakes to comply with recognized principles of data security, in particular to keep passwords secret, to change them immediately, or to arrange for them to be changed if it is suspected that unauthorizedthird parties may have gained knowledge of them.
The customer undertakes to use edeXa’s Cloud Services to the extent permitted by law and, in particular, to ensure that services provided by edeXa are not used improperly.
If the customer breaches the aforementioned obligations, edeXa shall be entitled, at its own discretion, to terminate the contractual relationship without notice or to suspend the services until the corresponding conditionsare complied with again. edeXa shall also be entitled to compensation from the customer for all damages it has incurred as a result of the breach of the aforementioned customer obligations.
edeXa is entitled to use third parties of its own choice to fulfil its contractual obligations.
The transfer or partial transfer of rights and obligations of the customer requires the prior written consent of edeXa.
Intellectual property rights include all patent, copyright, and trademark rights.
All intellectual property rights in the licensed products, including source code and documentation, remain with edeXa.
Should a third party make claims against the customer regarding intellectual property in connection with the edeXa Cloud Services, the customer must inform edeXa immediately. edeXa assures the customer of its assistancein this case and will immediately take steps to avert the claim and settle the dispute.
The invoicing details are set out in the service description or price list of the respective product or service. Any additional travel costs or other expenditure incurred in connection with the provision of the serviceshall be charged in addition to the above.
The prices quoted and amounts invoiced by edeXa are net prices/amounts and are therefore understood to be exclusive of value added tax. With the payment of the invoice amount, the customer acknowledges the demand forpayment.
The payment period shall be contractually agreed and noted on the invoice. If the payment period has not been contractually agreed, payment is due 30 days after receipt of the invoice in the customer’s sphere of responsibility.
In the event of default in payment, edeXa shall be entitled to charge default interest at the current interest rate, but at least 5% of the outstanding amount. In addition, reminder fees may be charged. edeXa reservesthe right to suspend its service until payment has been made, with ongoing charges still due. If the delay in payment exceeds 90 days, edeXa is entitled to withdraw from the contract with immediate effect.
The customer shall be entitled to dispute an invoice in writing within a period of 30 days, whereby the date of issue of the invoice shall be decisive for calculating the 30-day period.
Offsetting based on counterclaims by the customer is excluded.
Until revoked by the customer, edeXa is entitled to use the customer’s company name, logo, product and service designations, in particular trademarks or other distinguishing marks, for advertising, marketing, and PRpurposes that serve exclusively to promote edeXa’s business. The customer shall provide edeXa with the corresponding lettering and marks free of charge.
To be legally valid, a revocation must be made in writing and must arrive at edeXa within 30 days of the signed contract coming into effect.
The contractual relationship begins as agreed in the respective contract.
The minimum duration, notice period, and termination date are also determined by the agreements in the respective contract.
Notice of termination must be given by registered letter, subject to a corresponding contractually agreed period of notice. If no notice period and no notice dates have been agreed by contract, notice shall be givenat the end of each month by registered letter with a notice period of six months.
In the event of a serious breach of the provisions of this Agreement or these General Terms and Conditions or for other important reasons which prevent the parties from continuing their contractual cooperation, theparties shall be entitled to terminate the contract without notice. If the customer is at fault, the customer shall immediately reimburse edeXa the agreed fee up to the time of the minimum contract term. If no minimumcontract term has been agreed, the charges shall be reimbursed immediately up to the end of the proper period of notice in accordance with the contract or these General Terms and Conditions.
In the event of termination by the customer prior to implementation of the Service, the customer shall owe edeXa all costs incurred in this connection, including the charge for the agreed minimum contract period. Ifno minimum contract period has been agreed, the charges shall be reimbursed immediately to the sum of the ordinary period of notice according to the contract or these General Terms and Conditions.
edeXa reserves the right to terminate the contractual relationship by giving six months’ notice to the end of a month without giving reasons.
The customer will be charged for all expenses incurred by edeXa, e.g. deactivation and outsourcing of data or their archiving, due to termination of a contract by the customer or at the customer’s fault.
After receipt of the notice of termination, the customer has a right of use of up to 90 days, provided that there are no conflicting individual contractual provisions and the customer meets his payment obligations.
edeXa reserves the right to restrict the customer’s use of the Cloud Services in the event of breach of contract; this includes in particular the existence of a risk or a danger to the security of the systems or theCloud Services or the non-payment of an outstanding, reminded demand for payment.
edeXa reserves the right to amend these General Terms and Conditions or the contract at any time. Such amendments shall, if possible, be published on the Internet and communicated directly to the individual customerin an appropriate manner. The customer shall be deemed to have accepted the change if he does not submit his notice of termination by registered letter within 30 days of delivery of the amendment notice. In thiscase, the period of notice shall be four weeks from delivery of the notice to the end of the month. If no notice of termination is submitted by the customer within a period of 30 days, the contract amendment shallapply at the time of expiry of the first-mentioned period.
Any legal provisions governing the use and operation of the Internet are reserved and shall apply to all edeXa Cloud Services from the time they come into force.
If edeXa has given its prior written consent, the customer shall have the right to transfer the contract. edeXa shall have the right to assign claims arising from the contractual relationship to third parties.
In the event of termination of the contract, assignment, or assertion of claims and other legally relevant measures, the customer is obliged to send the related correspondence in writing by registered mail; additionalsending by e-mail is possible.
The Princely Regional Court in Vaduz, Liechtenstein, shall have exclusive jurisdiction to take legal action against edeXa. edeXa shall have the right to take legal action against the customer before the competent court
of his place of residence or business or before any other competent court.
Liechtenstein law is declared applicable.