Terms and Conditions

§ 1. Scope of Application and Subject Matter of the Contract

The following terms and conditions (the "General Contractual Terms") apply to the use and operational support of standard software programs (the "Software") which are manufactured by tegoly GmbH, hereinafter referred to as tegoly, and provided as a Software-as-a-Service delivery via the internet.
The subject matter of the contract is:

the provision of software programs listed on www.tegoly.com for use via the internet and
the storage of client data on servers of the computer centre
Individually developed software programs are not subject to this contract.

§ 2. Type and Scope of Services

The type and scope of the bilateral services are regulated by the contractual agreements. The scope of services defined in the contract is deemed to be the agreed quality. The decisive factors for this are:

the defined scope of services of the software listed in the contract, which is specified in the respective user documentation, the suitability for the use presupposed in the contract, the conditions specified in the contract,
the following conditions, generally applied technical guidelines and professional standards, in particular also the international standards and proposals of the Internet Engineering Task Force (IETF), as documented in the Request-for-Comments (RFC), and of the W3C (World Wide Web Consortium).

In the event of inconsistencies, the contractual agreements apply in the order listed above.
Further conditions, in particular the general terms and conditions of the contractual partner, shall not apply, even if tegoly does not expressly object to them. The terms and conditions of tegoly GmbH apply exclusively.

§ 3. Terms of Use

3.1. Client's Rights to the Software
tegoly grants the client a non-exclusive, non-transferable and non-sublicensable right to use the software specified in the contract and the associated user documentation within the framework for the duration of the contract. The software is provided via the internet. The transfer point for the SaaS services is the router output of the data centre used by tegoly to the internet. The client undertakes to use the software exclusively in accordance with the contract and neither to pass it on to third parties nor to make it accessible to third parties in any other way. The client is not authorised to reverse engineer, decompile, disassemble, duplicate or use any part of the software to create a separate application.
The client hereby recognises tegoly as the sole licensor of the software and the copyrights associated therewith. tegoly's rights as sole licensor also apply to extensions of the software provided to the client by tegoly, unless otherwise regulated in writing.
The client hereby recognises tegoly's trademark, name, and patent rights in relation to the software and the associated documentation. The client may not remove, alter, or otherwise modify copyright information or other similar proprietary notices in the programs and associated documentation.

3.2. Client's Rights to the Data
The data collected, processed and generated by the software is stored on the servers of the data centre. The client remains the sole owner of the data in all cases and can therefore request the release of individual or all data from tegoly at any time, especially after termination of the contract, without tegoly having a right of retention. The data is handed over by electronic transmission via a data network or, by separate agreement, by handing over data carriers. The client has no claim to also receive the software suitable for using the data. The responsibility for the permissibility of the collection, processing and use of the data as well as for safeguarding the rights of the data subjects (information, use, correction, blocking, deletion) lies with the client.

3.3. Infringement of the Terms of Use
In the event of violations of the aforementioned terms of use, tegoly is entitled to terminate the contract in whole or in part without notice. In this case, tegoly also reserves the right to assert claims for damages against the client resulting from the breach of contract.

3.4. Contract Duration and Termination
The minimum term for the provision of the SaaS service is 1 month or 12 months. In both cases, the contract duration is automatically extended by a further month or 12 months, unless termination occurs 4 weeks before extension. 
tegoly is entitled to terminate the contract for good cause, in particular in the case of failed direct debits or credit card collections.

§ 4. Maintenance Conditions and Service Level

4.1. Further Developments/Changes in Performance
In the course of technical progress and service optimization, tegoly reserves the right to carry out further developments and changes in performance (e.g. by using newer or other technologies, systems, processes or standards) after the contract has been concluded. In the event of significant changes in performance, tegoly will notify the client in good time. If the changes in performance result in substantial disadvantages for the client, the client is entitled to extraordinary termination of the contract on the date of the change. Termination must be declared by the client within two weeks of receiving the notification of the change in performance.
Upon provision of new versions of the software, tegoly grants the client the rights listed in section 3 accordingly for the respective new version.

4.2. System Operation
tegoly ensures that the software provided is operated in an environment and configuration suitable for the client's requirements, as well as on hardware suitable for the client's intended use. This includes the number and type of servers, regular backups, scalability, power supply, air conditioning, firewalling, virus checking, and broadband internet connection.
tegoly performs daily backups of the databases.

4.3. System Availability
The average annual availability of the data centre network at the router output in the internet is 99%. Client-side connection to the internet is the responsibility of the client. This is not part of the SaaS scope of services. The downtime is determined in full minutes and is calculated from the sum of the troubleshooting times per year. This excludes periods that tegoly designates as maintenance windows for optimization and performance enhancement, as well as time lost during troubleshooting due to reasons beyond tegoly's control and outages due to force majeure.

4.4. Disruption of System Availability
Disruptions in system availability must be reported by the client immediately after discovery. Prior to reporting a disruption, the client must check their own area of responsibility. For disruption reports received during support hours, troubleshooting begins within two hours. For disruption reports received outside of support hours, troubleshooting begins on the following working day. Delays in troubleshooting for which the client is responsible (e.g. due to the unavailability of a contact person on the client's side) are not counted towards the troubleshooting time.

§ 5. Warranty

According to the state of the art, it is not possible to rule out errors in software under all conditions of use. However, tegoly guarantees that the software mentioned under www.tegoly.com is generally usable. The limitation period is one year.

Errors in the software and associated documentation will be corrected free of charge by tegoly within a reasonable period. The prerequisite for this claim for error correction is that the error is reproducible. To fulfill the warranty obligation, tegoly can choose either to repair or deliver a replacement. In particular, tegoly can provide the client with a new version of the software to fulfill the warranty obligation. It is equivalent to a correction of errors if tegoly provides an alternative solution to the faulty function that allows the client to use the software in accordance with the contract.
Warranty claims are excluded if the software is not used in accordance with the contract. Furthermore, warranty claims are excluded if the client makes changes or additions to the software specified in the contract, unless the client proves that the errors are not causally related to the changes or additions.
If a significant program error is not resolved by tegoly in accordance with the specified conditions, the client may demand a reduction in the monthly SaaS fee. tegoly has the same right if the error correction cannot be achieved with reasonable effort. If it turns out in the course of error correction that the problems are due to operating errors or improper use by the client, tegoly may demand reasonable compensation for the effort incurred.
tegoly does not guarantee that the individual requirements of the client will be met by the software specified in the contract. This applies in particular to the failure to achieve the desired economic success. Warranty claims against tegoly are only open to the direct client and cannot be assigned.

§ 6. Limitation of Liability

In any case, the contractual as well as tortious liability of tegoly, except in cases of intent and gross negligence, is limited to EUR 500,000 for personal injury, EUR 100,000 for pecuniary, material and activity damage, and EUR 50,000 for data loss damage. Liability for lost profit is excluded.

tegoly accepts no liability for disruptions on telecommunications links, for disruptions on line paths within the internet, in cases of force majeure, or due to faults of third parties or the client themselves. tegoly accepts no liability for damages arising from the client passing on passwords or user identifications to unauthorised persons.

§ 7. Remuneration

The monthly or annual fee agreed under www.tegoly.com is charged for the SaaS services. The incurred fees will be invoiced in advance over a period of time.

§ 8. Terms of Payment

Payments are made via credit card, SEPA direct debit mandate, or bank transfer. If the payment deadline is exceeded, services may be restricted in the event of default.
The client is not entitled to offset demands against tegoly, unless they are legally established claims or claims recognised in writing by tegoly.

§ 9. Confidentiality, Data Protection

The contracting parties commit themselves to keep secret the findings obtained within the framework of the subject matter of the contract – in particular technical or economic data as well as other knowledge – and to use them exclusively for the purposes of the subject matter of the contract.
This does not apply to information that is publicly accessible or becomes publicly accessible without unauthorised action or omission of the contracting parties, or must be made accessible due to a judicial order or a law. In the case of support assistance with client problems, it may be necessary to access the client's data records. Access can be via a web meeting with the client or via database analysis. This access is limited to the period of the respective support action.
If personal data must be processed within the scope of the subject matter of the contract, tegoly and the client will comply with statutory data protection provisions.
tegoly points out to the client in accordance with the Federal Data Protection Act (BDSG) that client data will be stored.

§ 10. Final Provisions

The place of performance is Witten/NRW. The place of jurisdiction for both contracting parties is Witten/NRW. The law of the Federal Republic of Germany shall apply exclusively. The contract, its amendments and additions, as well as changes to the form must be made in writing.
Should any provision of this contract be or become invalid, this shall not affect the validity of the rest of the contract. The contract partners commit themselves to replace the invalid provision with one that comes closest to the intended economic purpose. The same applies if an omission in the contract should become apparent.