1 Conditions
These terms apply to agreements for the provision of Rillsoft software applications either as Software as a Service (hereinafter “Rillsoft Cloud”) or for installation and use in a non-Rillsoft IT environment (hereinafter “On-Premise”) between Rillsoft GmbH, Mollenbachstrasse 14, 71229 Leonberg (hereinafter “Provider”) and a contracting partner (hereinafter “Customer”). Provider and Customer are collectively referred to as the “Parties”.
These terms of use govern the provision of the Rillsoft software applications and the provision of services by the Provider and their use by the Customer.
Any deviating or additional general terms and conditions of the Customer apply only if the Provider has expressly agreed to their validity in text form (e.g. e-mail).
“Application Data” are all data that the Customer processes, enters, uploads, generates, or stores through use of the application. “Users” are persons to whom the Customer grants access to use the application.
2 Subject Matter of the Contract
2.1 The subject of this contract is the provision of the version of the software application currently made available by the Provider for the use of its functionalities, the technical enablement of the use of the application and the granting or arranging of rights of use to the application, as well as the provision of storage space for the data generated by the Customer through the use of the application and/or required for the use of the application (hereinafter “Application Data”) by the Provider to the Customer in return for payment of the agreed fee for the period specified in the contract.
2.2 Details and scope of the services are conclusively set out in the licenses selected by the user.
2.3 A functional description of the application can be accessed under Features.
2.4 The software environment approved by the Provider for use of the application, in particular browsers and access software Rillsoft Project, is specified and available in the System Requirements.
2.5 The functional administration of the application is also not part of the contract.
2.6 Unless expressly agreed in the contract or its appendices, the Provider owes no further services. In particular, the Provider is not obliged to provide additional setup services and/or to create and provide individual adaptations or additional programs.
2.7 In case of contradictions, the following order of precedence applies:
(1) individual agreement/order confirmation,
(2) service description/price sheet,
(3) these Terms,
(4) EULA/license terms (where applicable).
Mandatory statutory provisions remain unaffected.
2.8 These Terms govern the provision and use of Rillsoft Cloud (SaaS) as well as the associated services. For the software license in the On-Premise or download model, the EULA license terms apply in addition. The specific scope of support and maintenance services depends on the product and is set out in the service description, a support contract and/or an agreed SLA.
3 Provision of the Software and Backup of Application Data
3.1 The Provider keeps the application available in its current version on a central data processing system or several data processing systems (also referred to as “server” in the following), in accordance with the following provisions.
3.2 The application and the Application Data are regularly backed up on the server, at least once per calendar day unless otherwise agreed between the Parties.
The backup created by this data backup is stored on the server. The backup stored in this way is kept for a period of thirty (30) calendar days and is overwritten by automatic processes on the following working day.
3.3 The handover point for the application and the Application Data is the router exit of the data center used by the Provider (hereinafter the “handover point”), which is located in the Federal Republic of Germany.
3.4 The Provider is entitled to use subcontractors to perform its services. A continuously updated list of the subcontractors used by the Provider who process personal data for it can be viewed under Subcontractors. Where the Provider entrusts subcontractors with the processing of the Customer’s personal data, which the Provider processes as a processor in accordance with Art. 28 GDPR, the special provisions of the processing agreement apply. Such subcontractors are listed in a separate list.
3.5 The Provider is not responsible for the quality of the necessary hardware and software on the Customer’s side, nor for connecting the Customer to the Internet and maintaining the telecommunications connection between the Customer and the Provider up to the handover point.
4 Software Trials
4.1 The Customer has the option to test the application free of charge for a period of 30 days. The free software trial version of the application is provided to the Customer by the Provider solely for testing purposes for a limited period. A trial version is not intended for use in ongoing business operations; productive use is excluded.
4.2 During the trial, personal data may only be used in anonymized form or as test data.
4.3 Free testing and use of the application requires registration at https://www.rillsoft.cloud/en/registration/.
The Customer must enter the data requested during the registration process for the application completely - unless marked as voluntary information - and correctly in the input mask.
4.4 After verification of the Customer’s e-mail address, the Customer can log in to the application. The free trial period begins with registration and ends automatically after 30 days without any need for termination by the Customer. An extension is permissible once for a further 30 days and is granted exclusively by support confirmation through issuance of a new trial key.
4.5 Support is not owed unless expressly promised; provision is “as is”.
4.6 Thirty days after the end of the trial period and if no contract is concluded thereafter, the Application Data will be automatically deleted.
5 Access Software
5.1 The following Internet browsers in their current versions are suitable as the required access software with which the Customer can access the server: Mozilla Firefox, Google Chrome, Microsoft Edge. The Provider does not provide the Customer with the above-mentioned access software.
5.2 In addition, the Provider makes the application software Rillsoft Project available to the Customer for use of the functionalities of the Rillsoft Cloud software at https://www.rillsoft.cloud/en/download; this is part of the fee.
6 Technical Availability, Response Times, Access to Application Data
6.0 Availability, service times, maintenance windows, and response times apply only insofar as they are contractually agreed. Where agreed, the following provisions apply.
6.1 Technical Availability of the Application
6.1.1 The Provider owes the agreed availability of the application and the Application Data at the handover point for use by the Customer using the access software during the system runtime specified below, but excluding the agreed times of planned unavailability. The system runtime is 24 hours/day and 365 days/year.
6.1.2 The system runtime consists of the times of available use (hereinafter “core usage time”), during which the Provider ensures 99% of monthly availability from Monday to Friday from 08:00 - 17:00 CET/CEST and the longest uninterrupted downtime will not exceed 4 hours, and the unavailability (hereinafter “peripheral usage time”).
6.1.3 Available use includes the following periods:
faults caused by the Customer’s local IT system or a fault in the Customer’s connection to the handover point
other events not caused by the Provider or any of its vicarious agents, e.g. force majeure, misuse, or operating errors.
6.2 Planned Unavailability
6.2.1 The Provider is also entitled to service and maintain the application and/or servers and to perform data backups outside of planned unavailability. Upon conclusion of the contract, the Customer already agrees that during the entire term of the contract there will be a planned unavailability every last Friday of the month from 21:00 to 24:00 and as announced. Planned unavailability will be announced to the Customer at least 7 days in advance under Unavailabilities.
6.2.2 If and to the extent that the Customer can use Rillsoft Cloud during times of planned unavailability, there is no legal entitlement to this. If use of the application during times of planned unavailability results in a reduction in performance or a discontinuation of performance, the Customer has no claim for defect liability or damages.
6.3 Response Times
6.3.1 The Provider ensures, only within the available usage time, that troubleshooting begins within the period agreed below, depending on the reported defect, after receipt of a report of a technical fault from the Customer by e-mail or support ticket (“response time”).
6.3.2 In the case of faults reported outside the available usage time, the response time begins on the next working day within the service time.
6.3.3 Defects that occur are classified by the Parties by mutual agreement as defects that prevent operation, impede operation, or other defects. Depending on the classification of a defect, the following response times apply:
Defect preventing operation: response: 4 hours
A defect preventing operation exists if use of Rillsoft Cloud is impossible or severely restricted and no workaround exists.
Defect impeding operation: response: 2 working days
A defect impeding operation exists if use of the application is not impossible but restricted without a workaround being available.
Other defect: response: 5 working days
Another defect exists if use of the application is not significantly impaired and is possible without or with insignificant restrictions.
7 Support Services, Classification of Error Messages
7.1 Support services of the Provider consist of error correction. Error correction is provided at no additional cost.
7.2 The Provider provides the Customer with a ticket system built into Rillsoft Cloud as the primary support platform. The Provider may provide further support services by telephone. Insofar as these are not part of error correction caused by the Provider, these services are billed according to the current price list.
7.3 Since the distinction between general user support, individual errors, and software errors is not always immediately possible in practice, the Customer therefore accepts that the Provider prioritizes errors based on customer feedback.
8 Other Services of the Provider, Online Manual
8.1 The Provider will make new versions of the application developed during the term of the agreement available to the Customer. The new versions may also include functional enhancements.
The Customer has no claim to the creation of new versions or to the inclusion of certain additional functionalities in the application.
8.2 The Provider provides the Customer with an online manual for the application.
8.3 The Provider offers the Customer assistance and support exclusively via the homepage Support and by e-mail (support@rillsoft.de).
8.4 Further services of the Provider may be agreed at any time in text form or by e-mail, in particular training or services for additional telephone customer support for the application.
Such additional services are rendered for remuneration at the Provider's generally applicable prices at the time of commissioning.
9 Use of the Software on Customer Hardware (“On-Premise”)
9.1 These contractual terms also apply to the use of the application on hardware provided by the Customer. The Rillsoft application is installed on hardware provided by the Customer only if this has been expressly agreed.
9.2 The software environment approved by the Provider for use of the application is specified and available in the System Requirements On-Premise.
9.3 The right to use the Rillsoft application on hardware systems to be provided by the Customer is made dependent on a support contract that must be concluded.
9.4 The Provider then has no services to provide related to the hardware. In particular, it is not liable for errors and defects that occur because the Customer provides faulty hardware and/or does not follow the hardware recommendations and requirements provided by the Provider.
10 Non-fulfillment of Availability
10.1 If the Provider does not fully meet the obligations agreed in Section 6, the Customer is entitled to demand a contractual penalty in the following scope:
10.1.1 If the agreed availability in the service time/core usage time is undercut for reasons for which the Provider is responsible, the Provider pays a contractual penalty in the amount of 0.5% of the monthly fee (pro rata) for each commenced 0.1% shortfall of the agreed availability, but no more than 100% of the monthly flat rate.
10.1.2 If the longest uninterrupted downtime during the service time is exceeded for reasons for which the Provider is responsible, the contractual penalty is 5% of the monthly fee (pro rata) per case of exceedance, but no more than 100% of the monthly flat rate.
10.1.3 If the response time during the service time is exceeded in the case of a defect preventing operation for reasons for which the Provider is responsible, the agreed monthly usage fee is reduced pro rata by 5% per case of exceedance, but no more than 100% of the monthly flat rate.
10.2 The value of the total contractual penalty incurred will be paid out to the Customer or offset against current invoices from the Provider.
10.3 The Provider must demonstrate that it is not responsible for the reason for the delayed provision or the loss of performance. If the Customer has not reported the loss of performance to the Provider, in the event of a dispute the Customer must prove that the Provider otherwise became aware of it.
11 Rights of Use, Rights of the Provider When Exceeding the Authorized Use
11.1 The Customer receives simple, non-exclusive, non-sublicensable, and non-transferable rights of use to the application limited to the term of the agreement in accordance with these Terms.
The one-time permanent transfer of the entire license remains unaffected where and as permitted in the applicable EULA (in particular Section 10 (1)); in this case, the Customer may make the software, including documentation, accessible to the acquirer to the extent required, provided the Customer fully uninstalls all its installations, hands over all license evidence, and the acquirer accepts the EULA.
The Customer may only use the application for its own business activities through its own personnel or freelancers, unless a permissible transfer pursuant to Section 11.1 sentence 2 has taken place.
11.2 The Customer may use the application only within the contractually agreed scope.
11.3 The Customer receives access to one (1) Rillsoft Cloud tenant (one (1) Rillsoft Cloud environment). No additional tenants (environments) are provided for testing or quality assurance purposes. These can be booked separately for an additional fee if needed.
11.4 Rights not expressly granted to the Customer above are not granted to the Customer. In particular, the Customer is not entitled to use the application beyond the agreed use or to allow third parties to use it or to make the application accessible to third parties.
11.5 If the Customer violates the obligations from the aforementioned Sections 11.1 - 11.4 for reasons for which it is responsible, the Provider may block the Customer’s access to the application or the Application Data if doing so demonstrably remedies the violation.
If the Customer continues or repeatedly violates the obligations from the aforementioned Sections 11.1 - 11.4 despite a corresponding written warning from the Provider and is responsible for this, the Provider may terminate the agreement extraordinarily without observing a notice period.
12 Remuneration and Payment
12.1 The remuneration for the services to be provided for the granting of use in relation to the application consists of the usage fee resulting from the agreement at the agreed times and the respective statutory value added tax.
12.2 The remuneration is due for payment in advance at the times agreed in the agreement.
12.3 The Provider is entitled to reasonably increase the agreed prices for the contractual services to compensate for costs incurred for the proper execution of the contract. The Provider will inform the Customer of a price increase in writing or by e-mail; the price increase does not apply to the period for which the Customer has already made payments.
The Customer has the right to terminate the contractual relationship in writing within a period of 1 month after receipt of the notification. The Provider will inform the Customer of this right of termination together with each notification.
If the Customer makes use of this right of termination, only the non-increased remuneration will be charged until the termination becomes effective.
12.4 An increase in prices within 12 months after conclusion of the agreement is excluded.
12.5 If the Customer is in default of payment, the Provider is entitled to claim statutory default interest and, after reasonable notice, to suspend services until payment is made, insofar as this is reasonable (in the case of Rillsoft Cloud in particular, blocking access).
13 Customer’s Duties to Cooperate
13.1 The Customer will fulfill all duties and obligations necessary for the execution of the agreement.
The Customer undertakes in particular to
13.1.1 keep the access authorizations assigned to it or the users secret, protect them from access by third parties, and not pass them on to unauthorized users;
13.1.2 protect this data by suitable and customary measures. The Customer will inform the Provider immediately if there is any suspicion that the access data and/or passwords may have become known to unauthorized persons;
13.1.3 comply with the restrictions/obligations with regard to the rights of use according to Section 11, in particular
not to access or have access to information or data without authorization, or to intervene or allow intervention in programs operated by the Provider, or to infiltrate the Provider’s data networks without authorization or promote such intrusion;
indemnify the Provider against third-party claims based on unlawful use of the application by the Customer or arising from data protection, copyright, or other legal disputes caused by the Customer and associated with the use of the application;
oblige authorized users to comply with the provisions of the agreement and these General Terms and Conditions that apply to them;
inform authorized users in accordance with Articles 13 and 14 GDPR about the processing of their personal data by the Provider.
13.1.4 before sending data and information to the Provider, check them for viruses and use state-of-the-art virus protection programs;
13.1.5 report defects in contractual services, in particular defects in the services according to Section 2 of these General Terms and Conditions, to the Provider without delay;
13.1.6 pay the remuneration agreed in Section 12 on time;
13.1.7 if and to the extent that the Provider provides the technical opportunity to do so, regularly back up the Application Data stored on the server by downloading it.
14 Data Security, Data Protection
14.1 The Parties will comply with the respective applicable data protection regulations, in particular those valid in Germany, and will oblige their employees involved in connection with the contract and its performance to maintain data secrecy in accordance with Section 5 BDSG, unless they are already generally obliged accordingly.
14.2 If the Customer collects, processes, or uses personal data, the Customer warrants that it is entitled to do so in accordance with the applicable provisions, in particular data protection regulations, and in the event of a violation releases the Provider from third-party claims.
14.3 The Provider will collect and use customer-related data only to the extent required for the performance of this contract. The Customer agrees to the collection and use of such data to this extent.
14.4 The obligations under paragraphs 1 to 3 apply as long as personal data are within the Provider’s sphere of influence, even after the end of the contract.
14.5 The Customer is responsible for the contents entered in the course of using the application and will regularly create its own backup copies in order to enable the reconstruction of data and information in the event of loss.
15 Confidentiality
15.1 The Parties mutually undertake to treat all knowledge of business secrets and other confidential information of the other Party obtained within the framework of the contractual relationship with the utmost discretion and to use it exclusively for the purposes of performing the agreement.
15.2 This obligation remains in effect for an indefinite period even after the end of the contract.
15.3 The confidentiality obligation does not apply to information that (i) is generally known, (ii) was lawfully obtained without confidentiality obligations, or (iii) must be disclosed due to statutory obligations.
16 Liability
16.1 The Parties are liable to each other in cases of intent or gross negligence for all damage caused by them and their legal representatives or vicarious agents without limitation.
16.2 The Provider is liable, limited to compensation for the typical, foreseeable damage, for such damage that is based on a slightly negligent breach of essential contractual obligations by the Provider or one of its legal representatives or vicarious agents.
16.3 The Provider’s liability under the Product Liability Act remains unaffected.
17 Third-Party Rights
17.1 The Provider warrants that Rillsoft Cloud and Rillsoft Project are free from industrial property rights and copyrights of third parties.
17.2 The Customer undertakes to notify the Provider immediately in writing or by e-mail if claims are asserted against it due to the infringement of such rights by third parties.
17.3 The Provider is not liable for a violation of third-party rights by the Customer if and to the extent that this violation results from exceeding the rights of use granted under this contract. In this case, the Customer shall indemnify the Provider on first demand against all third-party claims.
18 Conclusion of Contract, Contract Amendments, Conclusion of the Agreement, Start of the Agreement, Term, Termination
18.1 Offers by the Provider are non-binding unless they are expressly designated as binding. The contract is concluded online via the Rillsoft Cloud website https://www.rillsoft.de or via other communication channels. By clicking the button “Kostenpflichtig Bestellen” or via other communication channels, the Customer places the order.
18.2 The contract is concluded and the contractual relationship begins with the Provider’s acceptance of the Customer’s order by order confirmation or by provision/activation.
18.3 The contract has a minimum term as specified in the contract and cannot be terminated ordinarily up to that time.
18.4 The contractual relationship is extended by further periods of the originally specified term if it is not terminated by one of the Parties at the end of the minimum term or the respective extension period.
A different notice period may be agreed in writing by the Parties.
18.5 The right to terminate for good cause remains unaffected for the Parties.
19 Obligations Upon and After Termination of the Contract
19.1 Upon termination of the contractual relationship, all rights of the Customer to use the application expire.
19.2 The Provider will, as a rule, delete the Customer’s Application Data 30 days after the end of the contractual relationship; this is subject to deviating provisions in the data processing agreement (DPA) and the privacy policy as well as statutory retention and evidence obligations.
19.3 The Customer is solely responsible for backing up all Application Data or personal data by that time.
20 Force Majeure
Delays in performance due to force majeure, including events that make it significantly more difficult or impossible for the Provider to perform the services under this contract, such as strikes, lockouts, official orders, and the failure of or disruptions in the area of communication networks and gateways of other operators, insofar as the Provider is not responsible for these events, are not the Provider's responsibility.
The Provider is entitled to postpone or interrupt the services for the duration of the hindrance.
21 Applicable Law, Final Provisions, Place of Jurisdiction
21.1 All agreements, ancillary agreements, and assurances as well as subsequent changes and additions to the agreement and/or these Terms require a corresponding agreement between the Parties.
21.2 Should a provision of the contract and/or these Terms be or become invalid or should they be incomplete, the agreement shall remain unaffected in all other respects; the remaining provisions of the contract shall remain in force.
In such a case and in the event of gaps that the Parties did not foresee, the Parties will agree on a regulation that best corresponds to the meaning and purpose of the agreement and these Terms and that comes closest to the invalid provision.
21.3 The contract and these Terms are subject to the law of the Federal Republic of Germany to the exclusion of the UN Sales Convention.
21.4 Place of performance and exclusive place of jurisdiction for all disputes arising from or in connection with the agreement and/or these Terms is Leonberg, Federal Republic of Germany.