Unless otherwise expressly agreed the following terms govern your
ongoing use of the Twelve Hundred Group service:
By accepting this agreement, either by clicking a box indicating your
acceptance or by executing an order form
that references this agreement, you agree
to the terms of this agreement.
If you are entering into this agreement on
behalf of a company or other legal entity,
you represent that you have the authority
to bind such entity and its affiliates to
these terms and conditions, in which case
the terms “customer” or “you” refer
to such entity and its affiliates.
If you do not have such authority, or if
you do not agree with these terms and conditions,
you must not accept this agreement and may
not use the services.
Parties of this agreement are Twelve Hundred Group LLC, in the
following also designated as provider, and
you, the customer.
2. Purchased Services
2.1 This agreement grants a fixed-term right of use for the intended
usage of the Twelve Hundred Group Details Plugin
offered by the provider.
Any hardware or software developed and distributed
by third parties, which might be necessary
for this, is not part of the present agreement
(see also section 5).
2.2 The provider shall make the purchased
services available to the customer pursuant
to this agreement and the relevant order
forms during a subscription term. The customer
agrees that the purchases hereunder are neither
contingent on the delivery of any future
functionality or features nor dependent on
any oral or written public comments made by the provider regarding future
functionality or features.
3. Scope of the Services
3.1 The provider uses commercially reasonable efforts to make the
Purchased Services available for the customer
24 hours a day, 7 days a week.
3.2 Planned downtime (of which the provider shall give at least 8
hours notice and which the provider shall
schedule to the extent practicable during
the weekend hours from 12:00 a.m. CET time
Friday to 3:00 a.m. CET time Monday) or any
unavailability caused by circumstances beyond
the providers reasonable control, including
acts of God, acts of government, flood, fire, earthquakes, civil unrest,
acts of terror, strikes or other labor problems, or internet service
provider failures or delays are excluded from the providers liability
3.3 The provider supplies the Purchased Services only in accordance
with applicable laws and government regulations.
3.4 Basic, upgraded and support by telephone, the provision of services
and work performances, in particular the
data transfer from existing systems, the
adjustment of special layouts and CIs or
any other special adjustments of the services
to the personal needs of the customer are
not included in this subscription agreement.
These services will be charged to the customer separately on basis of
a separate agreement or quote. Therefore the current hourly rates are
valid as contracted or announced through the provider.
4. Usage Rights and Liabilities
4.1 The customer is responsible for the compliance
with this agreement by your users,
as well as the accuracy, quality, integrity
and legality of his data and of the means
by which you acquired your data.
4.2 The customer uses commercially reasonable efforts to prevent unauthorized
access to or use of the services, and will
notify the provider promptly of any such
unauthorized access or use, and use the services
only in accordance with the user guide/instructions
and applicable laws and government regulations.
4.3 The customer shall not make the services available to anyone other
than subscribed users, nor sell, resell,
rent or lease the services, interfere with
or disrupt the integrity or performance of
the services or third-party data contained
therein, nor attempt to gain unauthorized
access to the services or their related systems
4.4 Patent right references or – notes on the software may not be
removed by the customer.
4.5 All products of the provider are protected
from unauthorized duplication actions by
software and hardware technologies. The removal
or evasion of such technical preventive measures
is not permitted. The employment of such
measures does not represent defects of the
5. Third Party Providers
5.1 The provider may offer integration with third-party applications.
Any other acquisition by the customer of
third-party products or services, including
but not limited to third-party applications
and implementations, customizations and other
consulting services, and any exchange of
data between the customer and any third-party
provider, is solely between the customer and the applicable third-party
provider. The provider does not warrant or support third-party products
or services, whether or not they are designated by the provider as “certified”
or otherwise, except as specified in an order form. No purchase of third-party
products or services is required to use the services.
5.2 If the customer installs or enables third-party applications for
use with services, the customer acknowledges
that the provider may allow providers of
those third-party applications to access
his data as required for the interoperation
of such third-party applications with the
services. The provider is not responsible
for any disclosure, modification or deletion of the data of the customer
resulting from any such access by third-party application providers.
5.3 Service features that interoperate with Google services depend
on the continuing availability of the Google
API and program for use with the services.
If Google Inc. ceases to make the Google
API or program available on reasonable terms
for the services, the provider may cease
providing such service features without entitling
the customer to any refund, credit, or other compensation.
5.4 The provider offers no guarantee that the data processed or provided
by any third-party will be correctly
parsed or imported into the systems of the
provider and as such the customer is solely
responsible for this data and any consequences
of the use of this data.
6. Fees and Payment for Purchased Services
6.1 The customer is liable to pay all fees specified in all order
forms hereunder. Except as otherwise specified
herein or in an order form, all fees are
quoted and payable in Euros.
6.2 Payment obligations are non-cancelable and fees paid are non-refundable.
6.3 Subscription fees are based on monthly
periods that begin on the subscription start
date and each monthly anniversary thereof.
6.4 The customer will provide the provider with valid and updated
credit card information or with a valid purchase
order. With providing these informations
to the provider, the customer authorizes
the provider to charge such credit for all
services listed in the order form for the
initial subscription term and any renewal
subscription term(s) as set forth in Section
10.2. If the order form specifies that
payment will be by a method other than a credit
card, the provider will invoice the customer
in advance and otherwise in accordance with
the relevant order form. All invoices provided
to the customer that are not paid via credit
card or SEPA may have a 15 EUR surcharge per invoice
provided. Unless otherwise stated in the order
form, invoiced charges are due with the invoice
date. The customer is responsible for maintaining
complete and accurate billing and contact information
in the services.
6.5 If any charges are not received from the customer by the due date,
then at discretion, such charges may accrue
late interest at the rate of 1.5% of the
outstanding balance per month, or the maximum
rate permitted by law, whichever is lower,
from the date such payment was due until
the date paid, and/or the provider may condition
future subscription renewals and Order Forms on payment terms shorter
than those specified in section 6.3.
6.6 If any amount owing by the customer under this or any other agreement
for services of the provider is 30 or more
days overdue 10 or more days
overdue in the case of amounts the customer
has authorized the provider to charge to
credit card), the provider may, without
limiting other rights and remedies, accelerate
unpaid fee obligations under such agreements
so that all such obligations become immediately
due and payable, and suspend services to
the customer until such amounts are paid in full.
6.7 Unless otherwise stated, the fees do not include any taxes, levies,
duties or similar governmental assessments
of any nature, including but not limited
to value-added, sales, use or withholding
taxes, assessable by any local, state, provincial,
federal or foreign jurisdiction (collectively, ” taxes”).
The customer is responsible for paying all
taxes associated with his purchases hereunder.
If the provider has the legal obligation
to pay or collect taxes for which the customer
is responsible under this paragraph, the
appropriate amount shall be invoiced to and
paid by the customer, unless he provides the provider with a valid tax
exemption certificate authorized by the appropriate taxing authority.
6.8 All time in will be billed at the
going support rate outlined in section 6.10.
6.9 The charge to the customer is 29 EUR per month.
6.10 Support costs 60 EUR per hour and is provided to the customer
in four different ways: 1) Via telephone.
If the customer contacts a representative
of the provider via telephone and requests support then the customer
will be charged the support cost at 30 minute increments. 2) Via email.
If the customer contacts a representative of the provider via email
and requests support then the customer will be charged the support cost
at 5 EUR per email sent by the provider. 3) Via instant messanger. If
the customer contacts a representative of the provider via instant messanger
and requests support then the customer will be charged the support cost
at 15 minute increments. 4) Inside the application. If the customer
initiates a support request from inside the application then the support
will be billed as outlined in the application.
6.11 Any requirement by the customer to retrieve data from a backup
data source will be billed at 100 EUR per hour with a one hour minimum charge.
6.12 Any custom programming and/or programming consulting will be
billed at up to 100 EUR per hour with a one
hour minimum charge. Warranty of any custom
programming is outlined in section 9.7.
6.13 The provider reserves the right to increase the service charge
outlined in section 6.9 by up to 15% on the
first day of every January or July.
6.14 The provider reserves the right to charge the customer 0.1 EUR
per Gigabyte per month for any data stored
on the service.
7. Ownership / Proprietary Rights
7.1 Subject to the limited rights expressly granted hereunder, the
ownership and all intellectual or commercial
patent rights, title and interest in and
to the services, including all related intellectual
property rights are reserved by the provider.
The products are subject to the protection
of copyright and appropriate national and
international conventions. No rights are granted to the customer hereunder
other than as expressly set forth herein.
The ownership and the associated rights at
contents, which the customer accesses by
use of the service, are entitled to the respective
contents offerer and are legally protected.
The granted right of use in the context of
this agreement does not include the right
to the customer to use such contents.
7.2 The customer is not allowed to permit
any third party to access the services except
as permitted herein or in an order form,
to create derivate works based on the services,
copy, frame or mirror any part or content
of the services, other than copying or framing
on his own intranets or otherwise for his
own internal business purposes, nor to reverse engineer the services,
or access the services in order to build a competitive product or service,
or copy any features, functions or graphics of the services.
7.3 The customer exclusively owns all rights, title and interest in
and to all of his data.
7.4 Suggestions. We shall have a royalty-free, worldwide, transferable,
sublicenseable, irrevocable, perpetual license
to use or incorporate into the Services any
suggestions, enhancement requests, recommendations
or other feedback provided by You, including
Users, relating to the operation of the Services.
8.1 Definition of Confidential Information.
As used herein, ” Confidential Information” means all confidential
information disclosed by a party (” Disclosing Party”) to
the other party (” Receiving Party”), whether orally or in
writing, that is designated as confidential
or that reasonably should be understood to be confidential given the
nature of the information and the circumstances of disclosure. Your
Confidential Information shall include Your Data; Our Confidential
Information shall include the Services; and Confidential Information
of each party shall include the terms and conditions of this Agreement
and all Order Forms, as well as business and marketing plans, technology
and technical information, product plans and designs, and business
processes disclosed by such party. However, Confidential Information
(including Your Data) shall not include any information that (i) is
or becomes generally known to the public without breach of any obligation
owed to the Disclosing Party, (ii) was known to the Receiving Party
prior to its disclosure by the Disclosing Party without breach of any
obligation owed to the Disclosing Party, (iii) is received from a third
party without breach of any obligation owed to the Disclosing Party,
or (iv) was independently developed by the Receiving Party.
8.2 Both parties commit themselves to protect all confidential information
disclosed by any party to the other party
within this agreement, whether orally or
in writing, that is designated as confidential
or that reasonably should be understood to
be confidential given the nature of the information
and the circumstances of disclosure.
8.3 In particular the customer commits himself not to disclose or
use any confidential information regarding
the content, concept and implementation of
the service the provider is distributing,
as well as its structure and programming
or the terms of this agreement.
8.4 Both parties shall limit access to confidential information of
the other party to those of its employees,
contractors and agents who need such access
for purposes consistent with this agreement
and who have signed confidentiality agreements
containing protections no less stringent
than those herein.
8.5 The provider maintains appropriate administrative, physical, and
technical safeguards for protection of the
security, confidentiality and integrity of
the data of the customer. He is not allowed
to modify, disclose the customer’s data except
as compelled by law in accordance with Section
8.6 (compelled disclosure) or as expressly
permitted in writing by the customer.
8.6 The access to the customer’s data by the provider in accordance
to provide the services, prevent or address
service or technical problems or at request
by the customer in connection with support
matters is excluded.
Any party may disclose confidential information
of the other party if it is compelled by
law to do so and will provide the other party
with a prior notice of such compelled disclosure
(to the extent legally permitted) .
9. Warranty and Guarantee Disclaimer
9.1. Claims for damages as well as requirements on substitution of
futile expenditures are suspended opposite
the provider and opposite its fulfilment
and performing assistants, it is, that damage
deliberately was caused.
9.2 The limitation of liability in accordance with section 9.2 is
not valid with the injury of contract-substantial
obligations, as well as with culpable injury
of the life, the body or the health and with
damage, which is based on the nonexistence
of the guaranteed condition or is intended
after the product liability law for the one
9.3 The provider warrants that the services shall perform materially
in accordance with the user guide.
9.4 In case of a defect of the service the provider has the obligation
and the right to the supplementary performance
first. Supplementary performance takes place
9.5 If the defect cannot be repaired within an appropriate period
or the supplementary performance failed for
other reasons, the customer can require for
its choice reduction, resignation, payment
of damages or replacement of futile expenditures.
Payment of damages or replacement of futile expenditures regulates
themselves thereby after the liability regulations of the present
agreement. The cancellation of the contract
does not exclude the right to payment of
9.6 Each party represents and warrants that it has the legal power
to enter into this agreement.
9.7 All custom programming is guaranteed to function at the time of
delivery of the custom programming, however
the provider provides no warranty that custom
programming will work with future versions
of the service. Custom programming services
are provided to the client at the sole risk
of the customer for future compatibility.
9.8 Any system of the provider which facilitates agreement between
the customer and third parties is not warranted
to have any legal standing whatsoever.
10. Term and Termination
10.1 This Agreement commences on the date the customer accepts it
and continues until all user subscriptions
granted in accordance with this agreement
have expired or been terminated.
10.2 The subscriptions purchased by the customer commence on
the start date specified in the applicable
order form and continue for the subscription
term specified therein. Except as otherwise
specified in the applicable order form, all
user subscriptions will automatically be
renewed for additional periods equal to the
expiring subscription term or at least one year, unless either party
gives the other notice of non-renewal at least 3 months before the end
of the relevant subscription term. The per-unit pricing during any such
renewal term shall be the same as that during the prior term unless
the provider have given the customer written notice of a pricing increase
at least 30 days before the end of such prior term, in which case the
pricing increase shall be effective upon renewal and thereafter. Any
such pricing increase shall not exceed 20% over the pricing for the
relevant services in the immediately prior subscription term.
10.3 Upon any termination for cause by the customer, the provider
shall refund the customer any prepaid fees
covering the remainder of the term of all
subscriptions after the effective date of
termination. Upon any termination for cause
by the provider, the customer has to pay
any unpaid fees covering the remainder of
the term of all order forms after the effective date of termination.
In no event shall any termination relieve the customer of the obligation
to pay any fees payable to the provider for the period prior to the
effective date of termination.
10.4 Upon request by the customer made before the effective date of
termination of a purchased services subscription,
the provider will make available to the customer
for download a file of his data in comma
separated value (.csv) format along with
attachments in their native format. After
this date, the provider has no obligation
to maintain or provide any of the customer’s data and shall thereafter,
unless legally prohibited, delete all of the customers data in her systems
or otherwise in her possession or under her control.
11.1 Entire Agreement. This Agreement, including all exhibits and
addenda hereto and all Order Forms, constitutes the entire agreement
between the parties and supersedes all prior and contemporaneous agreements,
proposals or representations, written or oral, concerning its subject
matter. No modification, amendment, or waiver of any provision of this
Agreement shall be effective unless in writing and either signed or
accepted electronically either by clicking a box indicating your acceptance, or by executing an order form, by the party against whom the modification,
amendment or waiver is to be asserted. However, to the extent of any
conflict or inconsistency between the provisions in the body of this
Agreement and any exhibit or addendum hereto or any Order Form, the
terms of such exhibit, addendum or Order Form shall prevail. Notwithstanding
any language to the contrary therein, no terms or conditions stated
in Your purchase order or other order documentation (excluding Order
Forms) shall be incorporated into or form any part of this Agreement,
and all such terms or conditions shall be null and void.
11.2 The present agreement regulates all legal relations of the contracting
parties in connection with the contractual
item. Additional contractual items or other
regulations of the present agreement, written
or verbal agreements does not insist, it
is, this agreement is referring expressly
to this purchase.
11.3 This contract is governed by all applicable United States federal laws, and all Nevada State laws. In the event of a dispute between the provider and the customer, all applicable United States federal laws, and all Nevada State laws will govern. Nevada, in the United States of America will be the forum for all disputes between the provider and the customer. All disputes between the provider and the customer must be brought in this forum and may not be maintained anywhere else.