logicline GmbH General Terms and Conditions
Valid from August 2017
1. Validity of the Terms of Agreement
logicline GmbH, Planiestrasse 10, 71063 Sindelfingen, Germany ("logicline"), provides its services based on the following General Terms and Conditions to the exclusion of all others. These General Terms and Conditions apply to all present and future legal transactions between the customer and logicline. The logicline “Software Licensing Agreement” shall also apply. Customers of logicline typically include companies as defined by Article 14 of the German Civil Code and consumers as defined by Article 13 of the German Civil Code.
The customer’s general terms and conditions shall be deemed disapproved. Any deviations to the terms of agreement of logicline shall only take effect upon written confirmation by logicline.
2. Services of logicline
logicline markets products and software solutions for the Salesforce(R) platform. Its CleverReach(R) for Salesforce app (the "application") is sold as an add-on to Salesforce(R) and CleverReach(R) and as licensed solution. logicline and the application simply provides features to manage the integration between the two platforms, Salesforce(R) and CleverReach(R). logicline is not responsible for the services provided by the platforms themself. Licence means: The buyer acquires the right to install and use logicline software in accordance with the licence. With respect to the application, logicline will use commercially reasonable efforts to provide customer with customer support in accordance with logicline’s standard business practices and policies. Support requests, questions, complaints and claims regarding the application may be directed by email to: support@logicline.de.
3. Conclusion of Contract
By placing the order, the customer declares his binding intention to purchase the ordered service. logicline is entitled to accept the contract as specified in the order within 10 days of receipt by logicline.
The contract is concluded upon acceptance of the contract by logicline in the form of an order confirmation in writing or via e-mail, or upon performance of the service by logicline. Amendments and supplements to this agreement shall only apply if logicline confirms this in writing or via e-mail.
If a consumer orders a service online, order receipt shall be confirmed immediately. Confirmation of receipt does not constitute conclusion of contract. The confirmation of receipt may be coupled with a declaration of acceptance.
The agreement shall be concluded subject to the proper and timely delivery of the materials by logicline’s supplier, insofar as non-delivery is beyond its control. The customer shall be notified without delay if the ordered product is not available and refunded any payment that has been rendered. If the consumer ordered the services online, the text of the Agreement is saved and sent via e-mail at his request together with the applicable General Terms and Conditions. The date this agreement is executed by both parties is furtheron the "Effective Date".
4. Delivery / Right of use
The provisions of the “Software Licensing Agreement” between the customer and logicline shall apply to delivery and the right of use. The application and all intellectual property rights associated therewith are and shall remain the sole and exclusive property of logicline. The service is licensed, not sold. This agreement grants customer the following rights: logicline hereby grants customer a non-exclusive, non-transferable, worldwide right to use the service, solely for customer’s own internal business purposes, subject to the terms and conditions of this agreement. All rights not expressly granted to customer are reserved by logicline and its licensors.
5. Prices and Terms of Payment
The prices listed in the most recent price list are binding. Prices do not include the statutory VAT. Except to the extent provided in this agreement, all payment obligations are non-cancelable and all amounts paid are non-refundable. logicline reserves the right to change the prices for its software and services. logicline shall inform the customer of any price increases no later than six (6) weeks before these take effect. If the parties agree on a delivery time of more than four (4) months, the prices of logicline valid at the time of delivery or provision of the software or services shall apply.
A separate agreement shall be reached for certain services rendered by logicline on behalf of the customer that however are not included in the price list.
Prices for the application are based on yearly periods that begin on the Effective Date and each yearly anniversary thereof (“Billing Period”). Fees for user subscriptions added during a yearly period will be prorated for the remaining time of the yearly period in which they were purchased.
logicline will invoice customer for all services customer purchases for the initial term of one year and any renewal subscription term(s). Such charges shall be made in advance for the upcoming Billing Period.
Unless agreed otherwise, payments are due immediately upon receipt of invoice. If a customer does not discharge payment within the stipulated time upon receipt of the invoice, he is in default of payment. The statutory interest on arrears shall apply. logicline reserves the right to assert claims for higher compensation for delay or default towards an enterprise where required. In the event of delay or default of payment, logicline is entitled to refuse performance of all deliveries and services to the customer from this and other agreements.
A right of retention on the part of the customer is excluded except in relation to the same agreement. The customer is only granted a right to set-off in cases where his counterclaims have been determined by a final and non-appealable judgement.
Delivery dates are only valid upon written agreement. The time of delivery shall be extended in the event of work stoppages (strikes/lockouts), by instruction of the government or legal provisions (import/export restrictions) or due to force majeure. The customer shall have the right to withdraw from the agreement in the event of delay by the seller after a reasonable extension. Other claims for compensation in this regard are excluded, except in the case of intentional or gross negligence on the part of logicline.
6. Right of Withdrawal / Return
The consumer is granted the right to return software within a period of two weeks subsequent to receipt and to withdraw from the agreement with indication of reason. The consumer can exercise his right by returning the software and documentation to logicline or by declaring and confirming in writing or via mail that he has deleted the software.
Timely receipt of the notification by logicline GmbH shall be deemed as adherence to the deadline.
The consumer shall compensate for any deterioration in value due to the use of the product in accordance with the instructions. The consumer may inspect the goods with due care and caution. The consumer shall compensate for loss in value as a result of other usage with the consequence that this can no longer be sold as "new".
Custom or personalised licences or products are generally not returnable.
7. Warranty
logicline and the user agree that it is not possible to develop computer programs that are free of error under all conditions of use. Within the scope of the legal regulations, logicline shall guarantee that the software complies with the stipulated quality as specified in the product description, user’s manual and any other documentation; and can be deployed correspondingly. logicline shall provide no guarantee as to the agreed quality or any other.
In the event of significant deviation, logicline shall, by its option, perform improvements or provide a replacement delivery. If the customer is a consumer, he has the option to select whether subsequent performance shall take the form of improvement or replacement. logicline is entitled to refuse the selected form of subsequent performance if this is only possible at disproportionate cost and the other form of subsequent performance results in no significant disadvantages for the consumer.
If logicline is unable to remedy the significant deviations to the agreed quality by means of improvement within an appropriate period or to enable the use of the software by the user as per agreement, the user can demand a commensurate reduction in payment or withdraw from the agreement.
The user shall draw attention to and describe the observable defects or deficiencies in writing or via e-mail, within a period of one (1) week upon receiving the delivered software. If this is not done, all warranty claims are excluded. Sending the notification within this time period is sufficient to observe the deadline. The user bears the burden of proof that a claim exists, in particular in regard to the defect itself, the time of determination and the promptness of the complaint. Consumers shall provide notification in writing or via e-mail, upon determination of any breach of contract with respect to observable defects and deficiencies within a period of two (2) months from the date of determination. Receipt of notification by logicline within this time period is sufficient to observe the deadline. If the consumer fails to provide notification hereof, the warranty rights expire two (2) months after the defect or deficiency is determined. This does not apply in the event of fraudulent intent on the part of logicline. The consumer bears the burden of proof in regards to the time at which the defect or deficiency is determined.
The user shall provide logicline with verifiable documentation on the type and occurrence of deviations to the agreed quality and assist in providing further details on the errors for purposes of limitation.
The warranty does not cover defects or deficiencies resulting from deviations to the intended conditions of use for the software or defects and deficiencies to modified or amended versions of the software and the licensed material. Should the customer elect to withdraw from the agreement after subsequent performance has failed, he is entitled to no claims for compensation due to defect or deficiency.
The warranty period for the supplied software is one (1) year for companies and two (2) years for consumers, starting on the date of delivery. This does not apply if the customer fails to provide notification of the defect or deficiency in due time.
The above-mentioned warranty provisions shall also apply to users of ASP services. If the user observes defects or deficiencies in the software, including the user's manuals and other documentation, or the software is unavailable for full use due to failures or faults, these shall be remedied by logicline once the user instructs logicline hereof in writing or via e-mail. The notification shall include a detailed description of the specific defect or fault as required for logicline to remedy the defect or fault. The user shall observe any instructions provided by logicline. logicline shall notify the user in the event that the defect or fault is unable to be remedied in an appropriate period of time.
8. Limitation of Liability
In the event of simple negligent breach of duty on the part of logicline, its legal representatives and/or authorised or vicarious agents, logicline shall only be liable for foreseeable and direct damages normally associated with this type of agreement. logicline shall not be liable to companies in the event of negligent breach of immaterial contractual obligations. These limits to liability do not apply to product liability claims asserted by the customer or other claims involving imputable bodily harm, damage to health or loss of life of the customer. All claims for compensation by the user due to defect or deficiency shall expire one (1) year after delivery unless the ASP services are used. This does not apply in cases where logicline may be accused of gross negligence or in cases of imputable bodily harm, damage to health or loss of life of the customer.
logicline assumes no warranty if changes or modifications are made to the software. Additional claims on whatever legal grounds are expressly excluded. logicline shall not be liable for loss of data, damage to data media or other programs, business interruptions etc.
This limit to liability does not apply in cases where liability is based on intentional or gross negligence.
9. Data Protection
logicline shall treat any information it receives with confidentiality and shall only use this data for the purpose of this agreement. Data shall not be transferred to third parties without the consent of the client. Data shall be deleted in their entirety on request, unless this is required for the execution of this agreement.
10. Declaration of Release from Claims
The customer expressly agrees to comply with all legal provisions, in particular those that restrict the dissemination of content and information as well as all provisions under the German Data Protection Act. If any claims are asserted by third parties towards logicline due to any wrongdoing on the part of the customer (in particular, but not limited to, the transmission of e-mails or faxes to recipients without the prior consent of said parties), the customer shall release logicline from such claims and undertake to assume any resulting costs borne by logicline. This includes expenses relating to an appropriate legal defence to contest these claims.
11. Term and Termination
This agreement commences on the Effective Date and continues until all User subscriptions granted in accordance with this agreement have expired or been terminated. If customer elects to use the services for a free trial period and does not purchase a subscription before the end of that period, this agreement will terminate at the end of the free trial period. User subscriptions purchased by customer commence on the Effective Date of this agreement and continue for the subscription term specified in the order form.
All user subscriptions are renewable by customer for additional periods equal to the expiring subscription term. The pricing during any such renewal term shall be the same as that during the prior term unless otherwise specified in the applicable quote or order form. Customer has the option to cancel the subscription by giving logicline at least 30 days’ written notice before the end of the relevant subscription term.
Any breach of customer’s payment obligations or unauthorized use of logicline's technology or service will be deemed a material breach of this agreement. logicline, at its sole discretion, may terminate customer’s use of the service if customer breaches or otherwise fails to comply with this agreement. logicline shall take no such action unless required by law without giving customer 30 days to cure any such breach.
12. Other Provisions
No subsidiary agreements have been concluded. Any amendments and supplements to these General Terms and Conditions must be made in writing. This shall also apply to the agreement to waive the requirement for written form. This agreement is subject to the laws of the Federal Republic of Germany to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods. The exclusive place of jurisdiction for non-consumers shall be Stuttgart, Germany. The invalidity or unenforceability of any provision to these General Terms and Conditions shall not affect the validity or enforceability of the remaining provisions. The provision deemed invalid or unenforceable, in part or in whole, shall be replaced by a valid provision, the effect of which is the closest possible to the intended purpose of the invalid or unenforceable provision.
