Last updated: 16.01.2023
1.1 The SaaS Contract shall be concluded when:
i) Seatti and the Customer have signed a SaaS contract;
ii) Seatti has confirmed the order or the customer's order by a written order confirmation;
iii) the Customer has accepted an offer from Seatti without reservation and without changes; or
iv) Seatti has started the execution of the order.
1.2 If Seatti confirms the customer's order by a written order confirmation, this alone shall be decisive for the content and scope of the contract. Subsequent changes are only possible in writing and with Seatti's consent.
1.3 Seatti shall not recognize any conflicting, deviating or supplementary contractual terms and conditions of the customer, unless Seatti has expressly recognized them in writing in individual cases by signing by authorized managing directors and/or authorized signatories in lieu of these contractual terms and conditions.
1.4 These contractual terms and conditions of Seatti shall also apply in the event that Seatti performs its services without reservation in the knowledge of conflicting or deviating contractual terms and conditions of the customer.
1.5 Deviations from these Terms and Conditions shall only be effective if the respective clause in the SaaS Contract expressly refers to the clause in these Terms and Conditions from which the deviation is made.
1.6 Unless expressly stated otherwise in the respective offer, offers made by Seatti are subject to change without notice and are non-binding.
1.7 Seatti is entitled to use third parties to fulfill its obligations under the SaaS Contract. Seatti will carefully select the subcontractors and will verify that they are able to comply with the agreements made between the customer and Seatti prior to the assignment. Even in case of subcontracting, Seatti alone remains responsible for the fulfillment of its contractual obligations towards the customer.
1.8 Seatti shall decide at its own discretion on the deployment and exchange of its own employees within the scope of the performance of its obligations under the SaaS Contract. If the service is provided at the customer's premises, Seatti alone shall be authorized to issue instructions to the employees it deploys. Seatti's employees shall not be integrated into the customer's operations.
1.9 Rights of set-off against Seatti are excluded. This does not apply to claims against Seatti that are undisputed, legally established or recognized by Seatti.
1.10. Rights of retention or other rights to refuse performance may only be asserted against Seatti to the extent that they are based on claims of the customer that are undisputed, legally established or ready for decision.
1.11. The assignment and/or transfer of rights and/or obligations under the SaaS Contract by the Customer shall require Seatti's prior written consent.
1.12. Seatti is entitled to assign payment claims against the customer to third parties even without the customer's consent.
2.1 The subject matter of a SaaS contract based on these Terms and Conditions (hereinafter "SaaS Contract") is the provision of the software (hereinafter referred to as "Contract Software") conclusively described in the service description and in the user documentation for use via the Internet. The Customer thus receives the technical possibility and authorization to access the Contract Software, which is hosted on a central server, via the Internet and to use the functionalities of the Contract Software within the scope of this Agreement.
2.2 The transfer point for Seatti's contractual services is the router output of the data center used by Seatti. The connection of the customer to the Internet, the maintenance of the network connection as well as the procurement and provision of the hardware and software required on the part of the customer is not subject matter of this contract.
2.3 The Contract Software is generally available from Mondays to Fridays (with the exception of German national holidays) from 6:00 a.m. to 11:00 p.m. Central European Time ("Operating Hours"). The average availability during the operating hours is 99% on a monthly average. During the other times ("Maintenance Times"), the Contract Software may nevertheless be available, possibly with interruptions and restrictions; however, there shall be no claim to use. If maintenance work becomes necessary during the Operating Times and the Contract Software is therefore not available, Seatti shall inform the Customer without undue delay.
2.4 Upon request, Seatti shall provide the Customer with German-language user documentation exclusively in electronic form. This documentation shall contain more detailed instructions and provisions for the use of the Contract Software. If Seatti additionally provides foreign language software applications produced by third parties and if no German version of the user documentation is generally available from the third party producer, Seatti may also provide the user documentation in English.
2.5 Seatti shall provide the customer with the storage space described in the service description and shall take over the backup of the transmitted data. Seatti will use virus scanners and firewalls in order to prevent or stop unauthorized access to the customer's data and the transmission of harmful data, especially viruses, as far as this is possible with reasonable economic and technical effort. However, the Customer is aware that complete protection against damaging data is not possible. If a threat cannot be eliminated in another technically and economically reasonable and promising way, Seatti is entitled to delete data of the customer with damaging content. Seatti shall inform the customer thereof.
2.6 The Client shall be solely responsible for compliance with retention periods under commercial and tax law.
2.7 Insofar as the customer transmits data - in whatever form - to Seatti, the customer shall make backup copies of such data on its own data carriers. Seatti shall back up its servers on a regular basis and shall protect them against tampering by unauthorized persons with reasonable technical and economic efforts. In the event that data is nevertheless lost, the customer shall transfer the data in question to Seatti's server again free of charge.
2.8 Unless expressly agreed otherwise in writing, Seatti shall not owe any further services; in particular, Seatti shall not be obligated to provide installation, setup, consulting, customization and/or training services or to create and provide individual programming or additional programs.
3. rights of use
3.1 For the term of this Agreement, Seatti grants the Customer the non-exclusive, non-transferable, non-sublicensable right, against payment, to use the Contract Software on the system in Seatti's data center. The contract software is not transferred to the purchaser. Insofar as Seatti provides new versions, updates or upgrades of the Contract Software during the term of this Agreement, the aforementioned right of use shall apply to these in the same manner. However, Seatti shall not be obligated to provide new versions, upgrades or updates unless this is absolutely necessary to remedy defects or unless otherwise agreed elsewhere.
3.2 Beyond the purposes of the SaaS Contract, the Customer shall not be entitled to use, reproduce, download or make available to third parties outside the agreed circle of users the Contract Software or any data other than its own.
4. obligations of the client
4.1 The Customer shall fulfill all obligations necessary for the performance and execution of the SaaS Contract in a timely, complete and professionally proper manner; in particular, the Customer shall grant Seatti timely access to the Customer's systems and data if and to the extent this is necessary to perform the Services pursuant to the SaaS Contract.
4.2 The customer shall be solely responsible for ensuring that the users have an Internet connection and suitable software and hardware equipment or configuration in accordance with the provisions of the system requirements, which Seatti shall provide at the customer's request. The operation and maintenance of these technical requirements is the sole responsibility of the customer.
4.3 If the customer does not fulfill his obligations to cooperate, does not fulfill them in time or does not fulfill them properly, and Seatti is therefore prevented from performing the services, Seatti is released from its obligation to perform until the customer fulfills his obligations to cooperate properly. Seatti is entitled to charge the customer for any additional expenses incurred. Seatti expressly reserves the right to assert further claims.
4.4 The customer shall protect the user and access authorization assigned to him or to the users as well as identification and authentication safeguards against access by unauthorized third parties and shall not disclose them to unauthorized users. As soon as the customer has indications that the user and access authorizations have been obtained illegally by a third party or could be misused, the customer is obliged to inform Seatti immediately in writing.
4.5 The customer shall not use or allow to be used the contractual software in any abusive manner, in particular shall not transmit any contents with illegal contents. The customer shall also refrain from any attempt, either by himself or by unauthorized third parties, to retrieve information or data without authorization, or to interfere or allow interference with programs operated by Seatti, or to penetrate Seatti's data networks without authorization.
4.6 In all other respects, the customer shall be obligated to provide all relevant cooperation without delay and free of charge, in particular if Seatti requests it to do so and the necessary measures do not exceed a reasonable effort.
5.1 The remuneration for the use of the contract software and all other services is regulated in the SaaS contract. It consists of an annual flat rate depending on the number of active users. An active user is any user who has logged into the contract software at least once during the term of the contract.
5.2 As far as Seatti renders further services not explicitly mentioned in this contract, Seatti is entitled - unless explicitly agreed otherwise - to charge the customer for these services at a daily rate of EUR 1,000.
5.3 The current fees are due annually in advance on the 1st of each year of use.
5.4 Other services are due after the service has been rendered and the customer has received the invoice. Seatti will send the invoices to the customer by email.
5.5 All stated remunerations and prices are subject to the applicable statutory value added tax.
5.6 Unless otherwise expressly agreed in writing, payments shall be due without any deduction within 30 calendar days from the date of invoice.
5.7 All prices are net in EURO. If applicable, the customer is obliged to pay the applicable statutory value added tax. Other taxes and duties, such as withholding tax or import duties, which are levied on Seatti's services or goods, shall be borne by Customer. If Seatti is held liable for such taxes and duties, the customer shall indemnify Seatti against such claims.
5.8 If the customer does not pay within the due date, he shall be in default without any further reminder. In such a case, Seatti shall be entitled to charge the customer interest on arrears in the amount of 9 percentage points above the applicable base interest rate of the Deutsche Bundesbank per year.
5.9 If the delay in payment lasts longer than three months or if the customer is in default with at least two consecutive payments, Seatti is entitled to terminate the SaaS contract without notice and/or to withdraw from it. Further claims of Seatti remain unaffected.
6. adjustment of prices
6.1 Unless otherwise expressly agreed in writing in the SaaS Contract, Seatti shall be entitled to increase the prices at the beginning of each contractual year appropriately by one additional percentage point above the inflation rate published by the Federal Statistical Office, without requiring the Customer's consent thereto.
6.2 Furthermore, unless otherwise expressly agreed in writing in the SaaS Contract, Seatti shall be entitled to adjust the prices at its reasonable discretion to the development of the costs that are relevant for the price calculation. A price increase shall be considered and a price reduction shall be made if, for example, costs for, but not limited to, personnel, license and other third-party costs increase or decrease. Increases in one type of cost may only be used for a price increase to the extent that they are not offset by any decreases in other areas. In the event of cost reductions, prices shall be reduced to the extent that such cost reductions are not fully or partially offset by increases in other areas. When exercising reasonable discretion, the respective points in time of a price change shall be selected in such a way that cost reductions are not taken into account according to standards which are less favorable for the customer than cost increases, i.e. cost reductions shall have at least the same effect on prices as cost increases.
6.3 The fee change shall become effective two months after the end of the month in which the Client was notified of the change in writing.
7. liability for defects
7.1 The quality of Seatti's performance is exclusively and conclusively determined by the SaaS Contract. The information contained in the SaaS Contract does not constitute any warranties.
7.2 Seatti does not give any warranty as to quality, durability or any other warranty, unless Seatti has given a written undertaking designated as a warranty in an individual case.
7.3 The customer shall immediately notify Seatti in writing of any defects in the contractual services, stating how and under what circumstances the error or defect occurs, and shall actively support Seatti in troubleshooting.
7.4 In case of insignificant reduction of the value and/or the suitability of the performance, the customer shall not be entitled to any warranty claims. The same shall apply in case of defects which are due to external influences, operating errors or to modifications - also of the operational environment -, additions, installations or removals, repair attempts or other manipulations not carried out by Seatti and also not approved by Seatti.
7.5 In case of timely and justified notice of defects, Seatti shall remedy the defect. Seatti is entitled to make at least three attempts at subsequent performance.
7.6 Apart from that, the Customer shall be entitled to the further statutory rights subject to clause 7.6 below.
7.7 The general limitations of liability pursuant to Section 8 shall apply to the claim for damages.
7.8 The customer is obliged to provide Seatti with the necessary support free of charge within the scope of the defect rectification work.
7.9 If Seatti renders services in troubleshooting without being obligated to do so, Seatti shall be entitled to charge for the expenses incurred in this respect. This shall apply in particular if a reported material defect cannot be proven or cannot be attributed to Seatti. In particular, Seatti shall also be entitled to charge for any additional expenses incurred by Seatti in the removal of defects due to the customer's failure to properly fulfill its obligations to cooperate or to improperly operate the Software.
8.1 Subject to the provisions in the following clauses 8.2 - 8.8, Seatti shall be liable, irrespective of the legal grounds, only for damages caused by intentional or grossly negligent conduct of Seatti, its legal representatives or executive employees.
8.2 For damages caused by grossly negligent conduct of other vicarious agents, liability shall be limited to such damages as may typically be expected to occur within the scope of the provision of the contractually agreed services.
8.3 Seatti shall only be liable for damages caused by Seatti, its legal representatives, executive employees or other vicarious agents neither intentionally nor grossly negligently, if an obligation is culpably violated, the compliance with which is of particular importance for the achievement of the purpose of the contract (cardinal obligation). In the event of a breach of a cardinal obligation, the limitation of liability pursuant to clause 8.2 of this liability provision shall apply.
8.4 The liability for loss of data, which was caused by Seatti, its legal representatives, executives or other vicarious agents neither intentionally nor grossly negligently, is limited to the typical recovery effort, which would also have occurred in case of regular and risk-appropriate data backup. This does not apply to data that Seatti is solely responsible for backing up according to the SaaS contract.
8.5 For damages pursuant to Sections 8.2, 8.3 and 8.4 of these Terms and Conditions, Seatti is entitled to set maximum liability limits in the SaaS Contract.
8.6 Seatti does not assume any warranty or procurement risk, unless Seatti has in a particular case expressly and in writing assumed a warranty and/or procurement risk designated as such.
8.7 Any liability of Seatti for damages resulting from injury to life, body or health, from the assumption of a guarantee or a procurement risk as well as under the Product Liability Act shall remain unaffected.
8.8 To the extent that Seatti's liability is excluded or limited pursuant to the foregoing Sections 8.1 - 8.8, this shall also apply in favor of Seatti's employees in the event of direct claims against Seatti's employees by the customer.
9. property rights of third parties
9.1 If the use of the Contract Software in accordance with the contract is impaired by third party intellectual property rights, Seatti shall have the right, to a reasonable extent for the Purchaser, to either modify the Contract Software in such a way that it does not fall within the scope of protection of the intellectual property rights, but nevertheless complies with the contractual provisions, or to obtain the authority that the Contract Software may be used in accordance with the contract without restriction and without additional costs for the Purchaser.
9.2 Seatti shall indemnify the Purchaser against all claims of third parties arising from or in connection with an infringement of rights and property rights of third parties by or in connection with the contractual use of the Contract Software by the Purchaser.
9.3 The Parties shall notify each other in writing without undue delay if third parties assert claims against them for infringement of rights or property rights.
10. force majeure
10.1 In the event that Seatti is temporarily prevented from rendering its services due to force majeure, acts of God - irrespective of whether these affect the territory of the Federal Republic of Germany or territories from which, in which and/or through which Seatti's own supplies and/or Seatti shall be entitled to provide the service at a later date if Seatti is temporarily prevented from providing the service to the customer due to catastrophes, epidemics, pandemics, war, riots or strikes in its own plants, delivery facilities, subcontractors or in the area of means of transport, and if Seatti is thus unable to meet the agreed performance deadlines.
10.2 The agreed time of performance shall be reasonably extended as a result of the events referred to in sentence 1. In this respect, the customer shall not be entitled to any claims for non-performance or late performance. Seatti shall immediately inform the customer in writing of the occurrence of such events.
11.1 The parties undertake to observe strict confidentiality with regard to all information received from the other party in writing, orally or in any other form in connection with the SaaS Contract, in particular but not limited to documents, drafts, plans, data, know-how and any other form of business secrets. This applies to all information that has already been disclosed and will be disclosed under this Agreement.
11.2 Confidential information within the meaning of these contractual terms and conditions shall include business secrets within the meaning of § 2 No. 1 GeschGehG protected information;
11.3 The Parties shall use this information exclusively for the purpose of fulfilling the obligations under the SaaS Contract. The Parties shall also be obliged to oblige their employees and other persons involved in the fulfillment of these obligations to observe confidentiality in an appropriate manner.
11.4 The confidentiality obligation shall not apply if the respective party obliged to maintain confidentiality proves that
11.4.1. it was already aware of a certain piece of information prior to the conclusion of the corresponding contract;
11.4.2. it has received this information from another third party authorized to do so;
11.4.3. the information was generally accessible without the party bound to confidentiality being responsible for this general accessibility;
11.4.4. it has developed the information itself independently of the contractual relationship existing between the parties;
11.4.5. the disclosing party waives the protection in writing;
11.4.6. or it was obliged to disclose by virtue of an official order or legal obligation.
11.5 When sending documents electronically, Seatti points out that this form of transmission is not secured and that compliance with confidentiality is not guaranteed as a result.
11.6 The receiving party shall protect and secure the confidential information with the necessary care, at least with the care with which it protects its own comparable information. Information shall be stored and secured in such a way that misuse and unauthorized disclosure are excluded.
11.7 The receiving party shall inform the disclosing party immediately and in writing if it has knowledge or suspicion of an imminent or actual violation of the secrecy interests of the disclosing party. The confidentiality interests of the disclosing party vis-à-vis any person are protected in this respect.
12. data protection
If and to the extent that Seatti processes personal data of the Customer and/or third parties on behalf of the Customer within the scope of the provision of services under the SaaS Contract, the provisions pursuant to the Supplementary Provisions on Commissioned Data Processing to these Terms and Conditions shall apply.
13. contract term, termination
13.1 Upon the signing of the SaaS Contract by the Customer, this Agreement shall enter into force as of the date defined in the SaaS Contract. The term is unlimited.
13.2 Either party may terminate the SaaS Contract with 6 months' notice to the end of the contractual year. Refunds of already invoiced or paid remuneration are not possible.
13.3 The right to terminate for good cause shall remain unaffected. An important reason for termination exists in particular if:
11.4.7. one Party breaches material obligations or repeatedly breaches non-material obligations under the Agreement and does not remedy the breach within a reasonable period of time even after being requested to do so by the other Party, or
11.4.8. insolvency proceedings have been opened against the assets of the other party or the opening is imminent.
14.1 Unless otherwise expressly stipulated in these contractual terms and conditions, all declarations and notifications within the scope of the contractual relationship and the business relationship with the Client shall be made in writing (including by email) or in electronic form.
14.2 Amendments and supplements to these Terms and Conditions and to the SaaS Contract shall be made in writing. This shall also apply to any amendment of this written form clause.
14.3 German law shall apply exclusively between the parties. The provisions of the United Nations Convention on Contracts for the International Sale of Goods of 11.04.1980 (CISG) are excluded.
14.4 The exclusive place of jurisdiction for all claims arising from and in connection with the SaaS Contract, including its formation, and for all types of proceedings shall be Munich (Landgericht München I).
14.5 If any provision of these contractual terms and/or the SaaS Contract is or becomes invalid in whole or in part, this shall not affect the validity of the remaining provisions. It is the express wish of the parties to maintain the validity of the remaining provisions of the contract in any case and thus to exclude the applicability of § 139 BGB as a whole. The parties undertake to agree upon a legally permissible provision in place of an invalid provision which comes closest to the invalid provision in terms of content and which most closely corresponds to the well-understood economic interests of the parties in the invalid provision. The same shall apply to any loopholes.