GENERAL TERMS AND CONDITIONS FOR VERONYM SERVICES
1.1. These General Terms and Conditions apply to contracts concluded between the customer and Veronym Holding GmbH (Bellevuestraße 1, 10785 Berlin, represented by CEO Nils Hantelmann) (hereafter “Veronym”) unless a different agreement has been made expressly in writing between the customer and Veronym.
1.2. The inclusion of general terms and conditions or contract terms from the customer that deviate from these General Terms and Conditions shall be rejected. Conflicting or supplementary provisions are included only with the express written consent of Veronym.
1.3. These General Terms and Conditions are not intended for consumers; they apply exclusively to entrepreneurs, legal persons under public law or special funds under public law as defined by section 310 (1) of the German Civil Code (BVG). By accepting these General Terms and Conditions, the customer declares that it will use the services within the scope of its business activities.
1.4. The customer must ensure that it has read the GTC and all other provisions before accepting them.
1.5. If the customer registers for a free trial of Veronym’s services, these Terms and Conditions shall also apply to the use of these services.
1.6. The customer accepts these Terms and Conditions and makes them binding by initiating an order.
2. Order, amendment, renewal and conclusion of contract
2.1. The customer may purchase Veronym’s services by placing an order.
2.2. Any information found on Veronym’s website or in other information media does not constitute a legally binding offer, but an invitation to place an order.
2.3. By clicking the “Order now” button the customer makes a binding offer to purchase or book the services displayed in the order overview.
2.4. An effective contract is concluded only by a confirmation from Veronym. Veronym has no obligation to accept the customer’s offer to conclude a contract.
2.5. Veronym has no obligation to provide services to the customer until Veronym receives a valid order form.
2.6. The customer commissions Veronym, and Veronym obligates itself, to provide the customer with the services in accordance with these General Terms and Conditions, the respective service contract and the order form for the duration of the contract period.
2.7. The customer places orders and Veronym accepts orders for the provision of the services only in the form of duly signed order forms (including electronic order forms). All orders fulfilled cannot be cancelled, and all amounts paid are non-refundable. Subject to Clause 4, the purchased number of licences covered by the services may be used and may be transferred within the customer’s company at the customer’s request.
2.8. During the contract period the customer may purchase an additional number of licences or functions for the services at any time.
2.8.1. The term of these additional services expires with the term of the originally purchased services, i.e. all services provided to the customer by Veronym expire at the end of the contract period unless they are partially terminated earlier.
2.8.2. The additional number of licences or functions for the services may be purchased by means of a new order form, which is available to the customer after registration in the customer account.
2.8.3. The contract period specified on the new order form is the remaining time until the expiry date of the contract period for the originally purchased services.
2.8.4. Upon receipt of the new order form, Veronym returns its acceptance including details of the fees for the added services or number of licences up to the end of the remaining contract period.
3. Using the services
3.1. The customer receives a non-exclusive and non-transferable licence for the use of the services. The licence covers only the agreed scope of functions, subject to any restrictions, that are contained in the service contract or the General Terms and Conditions.
3.2. The customer must agree to the service contract with Veronym and to Veronym’s General Terms and Conditions. The customer’s agreement is a prerequisite for accessing and using the services.
3.3. The customer is entitled to use the software only for the number of licences specified when concluding the contract.
3.4. Each licence purchased by the customer may only be used by a single end user for accessing and using the services. The individual end user is entitled to use the services with one device and create 50 GB of outgoing data traffic per month.
3.5. Veronym reserves the right to change the product itself or its scope of services at any time. In the event of extensive changes, Veronym will make every reasonable effort to notify the customer of the changes.
3.6. The customer agrees that its purchase of services is not conditional upon the provision of future functions or features, nor upon any verbal or written public comments by Veronym relating to future functions or features.
4. Licence restrictions
4.1. The customer is entitled to make a copy of the software only for backup purposes. The copy must be destroyed when the licence expires or the customer loses the right to use the software.
4.2. The customer is only permitted to use the licence in accordance with the contract.
4.3. Any unlawful use is prohibited. In particular, the customer may not (and shall not permit or enable any third party to):
- modify, copy, display, republish or create derived works based on the software used to provide the services;
- perform reverse engineering of the software used to provide the services;
- access the software used to provide the services to create a competitive product or service, or copy ideas, characteristics, functions or graphics of the software used to provide the services;
- use the software used to provide the services to send spam or otherwise duplicated or unsolicited messages in violation of applicable laws and/or regulations;
- use the software used to provide the services to send offensive, obscene, threatening, defamatory or otherwise unlawful material;
- use the software used to provide the services to access blocked services that violate applicable laws and/or regulations;
- use the software used to provide the services to send or store viruses, worms, time bombs, Trojan horses or other damaging or malicious code, files, scripts, agents or programs;
- use the software used to provide the services to perform automated queries on websites;
- interfere with the integrity or performance of the services or the data contained therein;
- attempt to get unauthorised access to the software used to provide the services or the related systems or networks;
- remove or change brands, logos, copyrights or other notes, legends, symbols or labels used by Veronym within the scope of providing the services;
- perform penetration or load tests on cloud services from Veronym without prior written permission from Veronym;
- request the services within the scope of an agreement with Veronym’s subcontractors or without Veronym’s express prior written consent, or perform benchmarking or comparative studies or analyses that relate to the services for any reason or purpose, except to a limited extent strictly necessary to determine the suitability of the services for working with the customer’s internal systems.
5. Payment and terms of payment
5.1. Invoicing: All invoices issued by Veronym show the invoice amount in euro (EUR). The customer must ensure that the invoice amount is paid in full if the customer’s national currency differs from the invoice currency.
5.2. Invoice period: The customer may choose to be invoiced by Veronym in monthly or annual instalments. Veronym invoices all fixed monthly or annual fees in advance.
5.3. All invoices are due and payable 14 days after the invoice is issued. If payment is not made within the payment period, the debtor is in default (section 286, (2) No. 1 BGB) without the need for a reminder.
5.4. Payment is made via bank transfer to the bank account specified by Veronym if not specified otherwise on the invoice.
5.5. The customer must notify Veronym within seven days of receipt of the invoice of the amount that it reasonably disputes. Failure by the customer to give notice of disputes is deemed to constitute acceptance of the amounts specified on the invoice. The customer is entitled to withhold payments only to a reasonable extent. Except in the event of a breach of duty, the payment obligations cannot be terminated and the fees paid are non-refundable.
5.6. Taxes: The fees listed in the fee overview and on the order forms are net amounts and do not include taxes such as sales tax or withholding taxes, or similar taxes or government fees or surcharges applicable to them that are charged to the customer in accordance with local law.
5.7. The customer must pay or refund all these taxes or fees to Veronym. With regard to withholding tax, the customer pays any additional amounts that may be required such that Veronym receives the amount it would have received without the withholding. Veronym will make reasonable efforts to notify the customer of applicable taxes upon request, provided that Veronym’s failure to notify the customer does not prevent Veronym from demanding the payment or refund of such taxes.
5.8. Non-payment: Failure by the customer to pay fees in accordance with the service contract, with the exception of disputes under Clause 5.6, entitles Veronym to charge the statutory default interest and to suspend the services in accordance with the following provisions until full payment is made, if:
- Veronym has notified the customer of its intention seven days in advance and
- the customer has not paid the overdue amounts during this time.
5.9. The provisions of this section also apply to the invoicing of fees due under the automatic renewal procedure.
6. Duties and responsibilities of the customer
6.1. The customer agrees to the following:
- to use the services only for internal business purposes;
- to allow only the customer’s employees access to the services; and
- not to provide Veronym with customer data that contains personal data or business secrets; and
- not to access or use the services of any prohibited nation, including but not limited to Cuba, Iran, North Korea, Syria, Sudan, the Crimean region of Ukraine or any other country or region that becomes a prohibited nation.
6.2. The customer must strictly comply with the rules for using the services that are specified in this contract and in the General Terms and Conditions.
6.3. The following countries restrict the use of VoIP software via VPN on the Internet: UAE, Saudi Arabia, Pakistan, Lebanon, Jordan, Egypt, Oman, Qatar, Yemen, Algeria and Kuwait. The customer must comply with the laws of the respective countries. Veronym is not responsible for the misuse of the services.
6.4. The customer may not invoke any rights to use the services other than those specified in this contract and the General Terms and Conditions.
6.4.1. The customer agrees and understands that it is responsible for all the end users’ activities and for the end users’ compliance with this agreement.
6.4.2. The customer:
- bears sole responsibility for the accuracy, quality, integrity, legality, reliability and appropriateness of all customer data;
- prevents unauthorised access to the services or their use and notifies Veronym without delay of any such unauthorised access or unauthorised use; and
- complies with all applicable laws and/or regulations when using the services.
6.4.3. To enable Veronym to provide its services, the customer is responsible for forwarding its web traffic or internal data traffic to Veronym via valid forwarding mechanisms that enable automatic failover (e.g. PAC, IPSEC or GRE tunnel and/or Veronym app).
6.4.4. The customer is responsible for providing Veronym with all technical data and other information and authorisations (including the customer’s salespersons) that Veronym may reasonably request in order to allow Veronym to provide the services to the customer.
6.5. The customer is responsible for implementing technical and organisational measures that enable the intended use of the services.
6.6. The customer is not entitled to examine, scan or test weaknesses of the product or to violate security measures or checks.
7. Guidelines and responsibilities for Veronym
7.1. Veronym has the right
- to use and process any proposals, ideas, extension requests, feedback, recommendations or other information that the customer provides in relation to the services (collectively: “feedback”);
- to use information about malware, spam, botnets or other threats within the scope of the customer’s use of the services in order to
- maintain, improve and/or analyse the services, including the preparation of advanced analyses and reports,
- comply with all legal or contractual requirements and/or
- anonymously make malicious or unwanted content available to its licensers in order to further develop and improve the services
- develop and commercialise benchmarks and measures based on aggregated data.
7.2. Veronym’s confidentiality and security obligations specified in this agreement are not limited in any way by the terms specified in Section 7.1.
7.3. Veronym acknowledges that all feedback is provided “as is” without a guarantee of any kind.
7.4. Within the scope of providing its services for the customer, Veronym may process, use, access or change the customer data to the extent that this is necessary for fulfilling the contract.
7.5. Veronym shall take commercially reasonable measures to guarantee the security and integrity of the services and the customer data and to take physical, technical and organisational precautions against accidental, unlawful or unauthorised access to or use, destruction, transmission, disclosure or alteration of customer data.
7.6. Veronym reserves the right to manage the bandwidth or direct the data traffic via the Internet in an economically optimum way, provided that these measures do not affect Veronym’s obligations under this agreement.
7.7. Veronym reserves the right to suspend the customer’s access to the services if the customer’s use of the services poses an immediate threat to Veronym’s network or if ordered to do so by a court or responsible authority. In such cases Veronym shall:
- suspend these services only to the extent that is reasonably necessary to prevent damage to Veronym’s network (e.g. blocking source IP addresses);
- make reasonable efforts to contact the customer immediately and give it the opportunity to change the configuration of its servers accordingly and/or to cooperate with the customer to immediately remedy the problems that are causing the suspension of these services;
- restore the suspended services immediately after resolving a problem.
8. Limited guarantee
8.1. Veronym provides no guarantees, assurances, provisions or conditions, express or implied, arising from either a business relationship or trade practice, or derived from the rules of customary law.
8.2. Without limiting the agreed provisions, Veronym makes no assurances or guarantee that the product will be error-free or free from interruptions or other faults, or that the product will fulfil any or all requirements of the user, whether or not disclosed to Veronym.
8.3. Excluded are any guarantees, provisions, assurances or conditions that may not be excluded or limited according to applicable law.
9. Intellectual property rights
9.1. All rights and titles in and to the intellectual property used to provide the services, including all related intellectual property rights, belong exclusively to Veronym and its licensers. The customer shall not be granted any rights other than those expressly specified in this agreement.
9.2. All rights and titles in and to the customer data belong exclusively to the customer. Veronym shall not be granted any rights other than those expressly specified in this agreement.
9.3. Violations of the copyrights in the software shall be subject to civil, administrative or criminal liability under the applicable laws.
9.4. No copyright notices or other notices of Veronym’s ownership in the product itself, the related documentation or any other material may be removed or modified.
10. Confidential information; confidentiality obligation
10.1. Confidential information is any information disclosed or revealed to a party within the scope of concluding or performing the contract or using the services of Veronym, as well as all other information exchanged between the contract parties. This includes, to a particular extent, information that is reasonably to be considered confidential, and the terms of this agreement. Also included are the prices and all other terms and understandings that become part of the conclusion of the contract.
10.2. For the duration of the provision of the services by Veronym and for a period of three years thereafter, the customer and Veronym must keep all confidential information strictly confidential and use such confidential information only for the purposes of using or providing the services in accordance with these provisions.
10.3. The confidentiality obligations in this section shall not apply to information which:
- is or becomes generally known to the public without the disclosing party breaching an obligation under this agreement
- was known to the disclosing party before the obligation to keep the information confidential existed, without breaching an obligation under this agreement
- was developed independently of the receiving party without use of or reference to the confidential information of the disclosing party; or
- is lawfully obtained from a third party without breaching any obligation owed to the disclosing party and without any obligation of confidentiality. The identification of the customer as a customer of Veronym in accordance with the General Terms and Conditions shall not be considered confidential information.
10.4. The disclosure or use of confidential information requires the prior written consent of the other party.
10.5. The parties are permitted to disclose information to persons within the company who are subject to the same confidentiality obligations as the parties themselves. Disclosure is also permitted to auditors, accountants or solicitors who are subject to professional secrecy or have undertaken to maintain secrecy.
10.6. Both parties must exercise at least the same degree of care and diligence in protecting each other’s confidential information and take measures to protect such information as they do for their own confidential information. However, this degree of care must not fall below appropriate standards of care.
10.7. In the event that one of the parties is or should be required by law to disclose confidential information of the other party, there is an obligation to notify the other party about the disclosure to the extent permitted by law. The parties must, to the extent permissible, provide reasonable assistance to the other party to prevent disclosure.
10.8. In the event of unlawful disclosure or use of confidential information (or threat thereof) or in the event of any other breach of confidentiality, the parties agree that a contractual penalty shall be due. The contractual penalty shall be specified by the other party and may be subject to judicial review.
11. Data protection
Veronym ensures that all persons entrusted with the performance or processing of the contract comply with the statutory provisions on data protection. The data secrecy obligation required by data protection law must be fulfilled at the latest prior to the first commencement of the activity and must be proven to the customer upon request.
12. Applicable law / place of jurisdiction / arbitration clause
12.1. The law of the Federal Republic of Germany applies. The provisions of the UN Convention on Contracts for the International Sale of Goods are expressly excluded.
12.2. German law also applies for every conclusion of a contract with Veronym in a member state of the European Union.
12.3. Berlin shall be the exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship. Both the court language and the language in extrajudicial dispute resolution proceedings is German.
12.4. For any disputes arising out of or in connection with this contract or its validity, the parties agree, prior to recourse to a court of law, to first settle the dispute out of court and then arbitrate.
13. Extrajudicial dispute resolution
13.1. Should disputes arise out of or in connection with the contract, the parties shall resolve the dispute in the following steps. The transition from a process step is only permissible if the preceding process step has been completed in accordance with the following stipulations or has been ended by the time lapse which is also determined as follows:
13.2. As a first step, the parties will endeavour to resolve the dispute amicably through negotiations.
13.2.1. For this purpose the parties shall meet in Berlin within six weeks of a written request by a party to negotiate.
13.2.2. Each side will send a member of its management to these negotiations.
13.2.3. If the negotiations fail or do not take place, this has no liability consequences or other legal consequences even if a party is responsible for the negotiations failing or not taking place.
13.3. If a party declares in writing that the settlement negotiations pursuant to Item 1 have failed or if the parties do not meet in person within two months of the receipt of a party’s request for settlement negotiations, either party may initiate arbitration proceedings to settle disputes arising out of or in connection with this contract.
13.3.1. The arbitration proceedings shall be decided in accordance with the Arbitration Rules of the German-Nordic Lawyers’ Association (as of 14/05/2006), excluding the ordinary courts of law.
13.3.2. The place of arbitration is Berlin. However, the arbitration tribunal may also hold negotiations and gather evidence in other places if it deems this appropriate. In this case the parties will be heard beforehand.
13.3.3. Pursuant to section 2 of the Arbitration Rules, the arbitration tribunal shall consists of three independent and impartial arbitrators who, to the best of their knowledge and experience, are qualified to act as arbitrators.
13.3.4. Subject to the following provisions, the arbitration tribunal shall proceed as specified in the Arbitration Rules. In the event of loopholes, the provisions of the German Code of Civil Procedure and the German Lawyers’ Compensation Act apply in addition.
13.3.5. The language of the arbitration proceedings shall be German.
13.4. Limitation periods and contractual preclusion periods shall be suspended for the duration of the conflict resolution procedure. The suspension shall begin upon receipt of the request for negotiations pursuant to Clause 19.1. The suspension shall end at the earliest three months after this date.
14. Modification of the General Terms and Conditions
14.1. Veronym reserves the right to periodically update or modify the General Terms and Conditions and to define new or additional terms. Such modifications shall take effect immediately when incorporated into the contract.
14.2. The customer shall be notified by Veronym of the modifications to the General Terms and Conditions within the scope of using the services. By continuing to use the services, the customer consents to the modified GTC.
15. Electronic communications
The parties are entitled to provide important information and communications via email.
16. Written form
Changes to this contract must be in writing. This also applies to amendments to this written form.
17. Final provisions
17.1. Rights arising from these General Terms and Conditions do not create any rights in favour of third parties.
17.2. The original of the General Terms and Conditions is written in the German language. For the purposes of customer friendliness and transparency, Veronym’s General Terms and Conditions may be available in languages other than German. If the translation and the original do not match, the terms in the German language take precedence and are exclusively decisive.
18. Severability clause
Should individual provisions of this contract be or become ineffective, the validity of the other provisions shall be unaffected by this. The parties must replace the ineffective clause with an effective clause which comes closest to the economic intention.