Terms and Conditions
Scope of Application
These General Terms and Conditions (hereinafter referred to as "Terms") shall apply to the provision of the Sentryc Software (hereinafter referred to as "Software") by Sentryc GmbH, Dircksenstraße 40, 10178 Berlin (hereinafter referred to as "Sentryc"). The offer is directed exclusively at entrepreneurs within the meaning of Sec. 14 German Civil Code (BGB) (hereinafter "Customer", together with Sentryc the "Parties").
Deviations from these Terms shall only be considered agreed upon if Sentryc has expressly confirmed them in writing. In particular, the mere omission of an objection by Sentryc against any general terms and conditions of the Customer shall not cause such terms and conditions to be considered agreed. This shall also apply if Sentryc performs services unconditionally upon knowledge of opposing terms and conditions of the Customer or terms and conditions diverging from these Terms.
For important reasons, in particular in the event of changes to statutory provisions, judicial precedences, the Software or market conditions Sentryc may notify the Customer of amendments to these Terms. The amended Terms shall be deemed to have been agreed upon if the Customer has not objected to the amendment within one month upon receipt of the notification and Sentryc has explicitly notified the Customer of this consequence. Regardless of the foregoing, changes to the Purpose (Sec. 2.1) require the express consent of the Customer.
Provision of the Software; Set-Up and Support
The Software is a Software-as-a-Service tool (SaaS) designed to search the Internet for images, logos and campaign images of a Customer and to monitor selected online marketplaces (the “Purpose”).
Sentryc shall make the Software available to the Customer with one or both of the following functions, depending on the module selection (Sec. 4):
- Sentryc Scan: Web search facility for Customer images, logos and campaign images.
- Sentryc Seek: Facility to search for counterfeit products and unauthorized retailers in selected online marketplaces.Conclusion of Contract
During the order process, the Customer accepts the Terms by clicking on the corresponding checkbox. It is not possible to obtain the Software without the inclusion of these Terms.
A contract (the "Contract") shall not be concluded until the Customer has accepted the offer separately submitted by Sentryc, e.g. by using an online signature or signing a contract form.
Remuneration and Terms of Payment
The remuneration for the subscription of the Software depends on the service module selected when ordering and the method of payment. The purchase of additional licenses and the one-time setup of the Customer account are also subject to a fee. Further information can be found in the price sheet sent with the Contract offer.
All fees and prices stated by Sentryc are net prices plus statutory value added tax.
Issued invoices are due and payable within 14 days of receipt of the invoice by the Customer without deduction. Payments may be made using the payment methods offered by Sentryc.
Term and Termination
The Contract has a term of one year and is extended by a further year if it has not been terminated by one of the Parties with ten weeks' notice until the end of the term. The right to extraordinary termination by both Parties remains unaffected.
Any termination must be made in writing.
Use of the Software by the Customer
The Customer assures Sentryc that he is authorized to upload the image files transmitted via the Software and to dispose of any usage rights to the logos or products in question required for the use of the Software.
The Customer may use the access to the Software provided to him exclusively himself and agrees to take appropriate security precautions to restrict access to the Software by unauthorized persons.
Sentryc shall not be responsible for establishing and maintaining the data connection between the Customer's IT-systems and the delivery point. "Delivery Point" shall mean the router output of Sentryc's or its subcontractor's data centre via whose server the Software is operated. Sentryc shall not be responsible for malfunctions beyond the delivery point. The Customer is responsible for procuring and maintaining the hardware and connections to public telecommunications networks required by him. The Customer shall bear the costs of setting up and maintaining the online connection on the Customer's side. Sentryc shall not be liable for the security, confidentiality or integrity of the data communication, which is conducted via communication networks of third parties. Sentryc is also not liable for disruptions in data transmission caused by technical errors or configuration problems on the part of the Customer.
Software Operation and Changes
Sentryc is determined to ensure that the Software is always state of the art. Sentryc shall be entitled to regularly update and/or introduce new versions or upgrades of the Software (hereinafter uniformly referred to as "Updates") in order to adapt the Software to new technical or business requirements or to implement new functions or to make changes to existing functionalities in order to improve the Software. If possible, Sentryc will inform the Customer about the planned updates in advance. In particular, prior notification may be waived if,
- an update is intended to urgently correct a malfunction or security vulnerability in the Software; or
- the update does not involve any noticeable changes for the Customer's use of the Software.
If and to the extent that an update substantially limits the usability of the Software for fulfilling the Purpose (such update shall hereinafter be referred to as a "Substantial Change"), Sentryc shall notify the Customer in writing of the introduction of the Substantial Change no later than four weeks prior to its effective date ("Notice of Change"). If the Customer does not object to the Substantial Change within a period of two weeks from receipt of the written notice of the change (the "Notice of Objection"), the Substantial Change shall become part of the Contract. Sentryc shall inform the Customer with each notification of change about its rights according to this section, in particular (i) the right of objection, (ii) the time limit provided for this and (iii) the legal consequences of an objection against the Substantial Change not declared in due time.
If the Customer objects to the Substantial Change, Sentryc shall continue to make the Software available to the Customer without the Substantial Change, unless this is technically or organisationally impossible or unreasonable.
Warranty for Material Defects and Defects of Title
Sentryc ensures that the Software is free from defects of quality or title ("Defects") that significantly impair the usability of the Purpose of the Software. Minor deviations shall not be treated as Defects.
The Customer shall be obliged to notify Sentryc immediately of any Defects that occur and also to indicate and describe how and under what circumstances the Defect occurs and what its effects are. Sentryc shall remedy any Defects in the Software that have occurred and been properly reported within a reasonable period of time.
The Customer shall grant Sentryc a period of two (2) weeks in which to remedy Defects. Before expiry of this period, extraordinary termination due to non-granting of the contractual use shall be excluded.
The strict liability (verschuldensunabhängige Haftung) according to Sec. 536 a Abs. 1 German Civil Code (BGB) for errors of the Software already existing at the time of conclusion of the Contract is excluded, unless the error concerns a property of the Software assured to the Customer.
Sentryc shall be liable for damages in the event of (i) wilful or grossly negligent default by Sentryc or its legal representatives or agents, (ii) negligent breach of a material contractual obligation (cardinal obligations) by Sentryc or its legal representatives or agents, but limited to typical damages, (iii) negligence of Sentryc or its legal representatives or agents causing injury to life, limb or health or (iv) mandatory legal liability of Sentryc or its legal representatives or agents.
In addition, Sentryc's liability for gross negligence under Clause 9.2 (i), but without limitation of liability under Clause 9.2 (ii) through (iv), shall be limited to the lower of the full remuneration received by Sentryc from Customer at the time of the occurrence of the liability or the sum insured which Sentryc maintains for this type of liability for gross negligence.
Any contributory negligence on the part of the Customer shall be taken into account. In particular, Sentryc shall only be liable for the retrieval of data if the Customer has taken all necessary and appropriate data backup measures and has ensured that the data can be reconstructed with reasonable effort from data material held in machine-readable form.
The Customer is obliged to immediately notify Sentryc in writing of any damage within the meaning of the above liability provisions or to have Sentryc record such damage so that Sentryc is informed as early as possible and can possibly mitigate the damage together with the Customer.
Statute of Limitations
Claims of the Customer which are based on the violation of an obligation not resulting from a Defect become time-barred within one year beginning with the emergence of the claim, unless intent or gross negligence exists. This does not apply if the damage to the Customer in question is personal injury. Claims for personal injury shall become statute-barred within the statutory limitation period.
Withdrawal or reduction are void if the Customer's claim to performance or subsequent performance has become time-barred.
Rights of Use
The exclusive owner of all intellectual and industrial property rights associated with the Software is Sentryc. Sentryc warrants that the general operation of the Software is legally permissible, does not violate any laws, regulations or guidelines and, in particular, does not infringe any rights of third parties. Sentryc shall undertake to indemnify the Customer from justified claims of third parties due to the operation of the Software and to compensate the Customer for any damage incurred in this connection (including reasonable costs of legal defence) in accordance with Sec. 9.
The Customer is granted the non-transferable, non-exclusive right, limited in time to the term of the Contract, to use the functionalities of the Software via the Internet to achieve the Purpose. The Customer does not receive any rights beyond this. In particular, the Customer is not entitled to have the Software used by third parties or to make it accessible to third parties.
Data Ownership; Data Storage and Deletion; Data Protection
The Parties shall observe the applicable provisions of data protection law. Within the framework of the provision and operation of the Software, Sentryc will be data processor pursuant to Article 28 General Data Protection Regulation. The details shall be stipulated in a data processing agreement corresponding to statutory requirements.
In relation to the data processed via the Software, Sentryc shall not have any storage or custody duties beyond the degree necessary for the use of the Software. The Customer itself shall be responsible for observing any potential storage duties under commercial or tax law.
Customer shall indemnify and hold Sentryc harmless from and against all third party claims and/or damages and costs arising in connection with any processing of personal data that is inadmissible or incorrect under applicable laws on the protection of personal data, unless Sentryc is responsible for such damage and/or infringement.
Right of Retention
The Customer shall only have a right of retention against Sentryc if his counterclaim has been legally established, is undisputed or acknowledged by Sentryc.
Choice of Law and Place of Jurisdiction
The Contract and the Terms are subject to the law of the Federal Republic of Germany to the exclusion of the German conflict of laws provisions and the UN Convention on Contracts for the International Sale of Goods.
For all disputes arising from or in connection with the Contract, including the validity of the Contract, the District Court of Berlin (Landgericht Berlin) shall have exclusive jurisdiction to the extent permitted by law.
The Parties are obliged for an unlimited period of time to keep secret all confidential information that comes to their knowledge within the scope of the contractual relationship and has already come to their knowledge, and not to pass it on - insofar as this is not necessary to fulfil the Purpose of the Contract - and not to use it in any other way. Confidential information is all information and documents of the Parties, which are marked as confidential or are to be regarded as confidential due to the circumstances.
The obligation shall not apply to such confidential information,
- which were demonstrably already known to the other party when the Contract was initiated or which subsequently become known to third parties, without breaching any confidentiality agreement, statutory provisions or official orders;
- which were in the publicly known, insofar as this was not due to a breach of this agreement;
- which are required to be disclosed by law or by order of a court or authority. To the extent permitted and practicable, the party required to disclose shall in that case give prior notice to the other party and give it the opportunity to take action against the disclosure.
Any disclosure of confidential information to third parties, with the exception of disclosure to third party service providers, requires the express written consent of the other party.
The Parties shall ensure by suitable contractual agreements that the employees and contractors working for them also refrain from any own exploitation or passing on of confidential information for an unlimited period of time. The Parties shall disclose confidential information to employees and contractors only to the extent that they need to know the information for the performance of this agreement.
In order to comply with the written form prescribed in these Terms, it is sufficient to send an e-mail.