General Terms and Conditions (GTC)

of teamspring GmbH, Reichenberger Strasse 113a, 10999 Berlin (hereinafter referred to as „teamspring“) for the use of cloud and/or browser-supported software solutions, including those for managing artwork data and website creation.

The English version is merely for the purpose of information, the legally binding text is the German text.

 

1. Object of Agreement, features and range of services

1.1. These T&Cs apply to products listed under „ARTBUTLER CLOUD“ on the www.artbutler.com and www.artbutler.de websites (hereinafter referred to as „Online Services“) at the date on which this Agreement is concluded. The depiction/description of online services on the website does not constitute a binding offer to conclude a contract. Only either a) the sending of an individual written offer to the customer (hereinafter ‘offer’), or b) the activation of (test phase) access, constitutes a binding offer to conclude a contract to use online services in exchange for a fee.

1.2. The features, scope and underlying conditions of the services rendered shall result exclusively from the Offer in conjunction with these T&Cs.

1.3. The prerequisite for using online services is the registration and set-up of a personal account on our website my.artbutler.com using a valid e-mail address, as this is used to communicate information that is important to fulfil the contract. The customer explicitly agrees to the use of its e-mail address for this purpose.

1.4. The customer shall be deemed to have accepted the Offer of teamspring when logging into the respective Online Service for the first time using the login information provided by teamspring. A binding contract shall be entered into from this point in time. Up until this point in time, the customer may amend or cancel his or her order at any time. A written confirmation of the offer has the same impact as initial registration.

1.5. teamspring is entitled but not obliged to optimise the Online Services for the duration of this Agreement. This also includes functional and design changes to online services.

2. Agreement duration, test phase, termination, right of withdrawal

2.1. This Agreement may be terminated in the normal manner by either party at any time with a notice period of 10 days before the end of the contractual month.

2.2. For the first contractual month, the customer shall have free access to a limited range of services (test phase). The customer may end the test phase prematurely to begin enjoying access to the full range of services. From this point, but no later than after the expiry of the first contractual month, use of the Online Services shall be subject to a fee.

2.3. The right to extraordinary termination without notice and for good cause shall remain unaffected. In particular, teamspring shall be entitled to extraordinary termination should the following important reasons exist:

a) Provision of illegal, immoral, harmful, racist or image-damaging content via the Online Services,

b) Misuse of the Online Services,

c) Infringement of the obligations stated in Section 3 (2),

d) Payment in arrears by more than 30 days.

2.4. Provided that the customer is a consumer, he or she shall be entitled to the right of withdrawal in accordance with the ANNEX to these T&Cs.

2.5. teamspring reserves the right to terminate this Agreement without giving reasons or notice within the first 7 days after the conclusion of this Agreement.

2.6. At the end of this Agreement, teamspring shall make the raw data deposited by the customer in the Online Service available to the customer for download in machine-readable form for a period of 30 from the end of the Agreement before deleting it from its own systems. teamspring shall not be liable for the preparation of this raw data.

3. Rights, right to withhold performance

3.1. teamspring shall grant the customer the simple (i.e. non-exclusive) right to use the Online Services covered by this Agreement for the specific products stated and for the duration of this Agreement.

3.2. The customer may neither sell, give away, lend nor lease these Online Services to third parties, nor enable third parties to use these Online Services in any other way. The Online Services may be used solely for the contractually agreed purposes.

3.3. The customer shall guarantee that the data and content he or she deposits in the Online Services does not violate any third-party rights and/or legal provisions; otherwise, the customer shall indemnify teamspring against the claims of third parties at the first request. All other claims by teamspring shall remain unaffected.

3.4. teamspring reserves the right to deny services without prior notice (in particular, to block access to the Online Services), if

a) the customer breaches material contractual obligations, including the obligations and guarantees contained in Paragraphs 2 or 3 above,

b) there is a significant reason for exceptional termination,

c) the customer is in default with a payment.

4. Payment

4.1. The prices quoted in the Offer shall apply.

4.2. teamspring shall issue all invoices exclusively via digital channels (e.g. PDF invoices via email). If the customer wishes to receive an invoice in paper form, teamspring shall be entitled to charge an appropriate processing fee.

4.3. Regular monthly payments are due in advance on the first day of each month of the contract. The first payment is due when the test phase expires. Other payment intervals can be agreed with the customer. One-off payments, e.g. to unlock functions, are due in advance, unless otherwise agreed.

4.4. The customer may choose from the payment methods listed on the website.

5. Data protection

Protecting your data is important to us. That’s why we comply with data protection provisions in accordance with the GDPR, which are listed in our Privacy Policy.

6. Liability for material defects and defects of title

6.1. The functionality of the Online Services shall comply with the details provided in the Offer. Technical data specifications and performance data from publicly available sources (e.g. on our website) shall not be regarded as statements of quality.

6.2. teamspring shall provide and maintain the Online Services in a condition suitable for the use stipulated by this Agreement. This maintenance obligation shall not include adjusting the Online Services to suit changing conditions of use or technical and functional developments such as changes to the IT environment, particularly changes to the hardware or operating systems, adaptation to the range of features provided by competing products or ensuring compatibility with new data formats.

6.3. teamspring shall ensure an average annual availability of 99% for the Online Services.

6.4. All customer claims arising from material defects and/or defects of title shall become time-barred after a period of 12 months.

6.5. Liability for events of force majeure shall be excluded.

6.6. Strict liability for damages for defects already existing when the Agreement is concluded shall be excluded.

7. Other liability

7.1. teamspring shall be liable for intent and gross negligence. teamspring shall only be liable for slight negligence in the event of a breach of a material contractual obligation (cardinal obligation) whose fulfilment makes the due performance of the Agreement possible in the first place and on the observation of which the customer may regularly depend, as well as in the event of damage related to loss of life, bodily injury or illness.

7.2. teamspring shall be obliged to apply the level of care customary within the industry. When determining whether teamspring is at fault, it should be borne in mind that software cannot be created fully free of technical errors.

7.3. In cases of slight negligence, the liability amount shall be limited to the amount of foreseeable damage that could typically be expected to arise; however, the liability arising from this contractual relationship shall be limited to a maximum of EUR 20,000 per case of damage, up to a total maximum of EUR 35,000.

7.4. teamspring shall not be liable for the loss of data in so far as the damages are attributable to the fact that the customer failed to perform data backups and therefore ensure that lost data can be retrieved with reasonable efforts. It shall be made clear that the customer must perform data backups on their own system or via the export options provided before posting content to the Online Services; teamspring shall not perform back ups directly from the Online Services and/or on teamspring systems or undertake the recovery of Online Services onto which the customer has loaded content and data unless teamspring caused the loss of data intentionally or as a result of gross negligence. In the latter case, teamspring shall ensure the provision of a backup no more than two days old.

7.5. The above provisions shall also apply for the benefit of vicarious agents of teamspring.

7.6. Liability according to binding statutory law (e.g. product liability law) shall remain unaffected.

8. Confidentiality

The parties pledge to observe absolute secrecy with regard to all confidential data and procedures, particularly company or trade secrets, which they learned in the course of using the product and neither to pass these on or exploit them in any other way. This applies to all unauthorised third parties and also beyond the expiry of this agreement. In case of doubt the parties are obligated to seek the agreement of the other party before passing on any information.

9. Final provisions

9.1. The contractual language is German.

9.2. teamspring reserves the right to call upon subcontractors in order to fulfil this Agreement.

9.3. teamspring shall notify the customer in writing of any changes to these T&Cs. If the customer does not object to the change within four weeks of receiving the notification, the changes shall be considered to have been acknowledged by the customer.

9.4. This Agreement shall be governed exclusively by the laws of the Federal Republic of Germany, with the exception of the United Nations Convention on Contracts for the International Sale of Goods of 11/4/ 1980.

9.5. The parties agree that Berlin shall be the sole place of jurisdiction for all legal disputes arising from or in connection with this Agreement, provided that the contracting party is a merchant in the sense of the German Commercial Code (Handelsgesetzbuch – HGB) or where the contracting party has no registered office in the Federal Republic of Germany.

9.6. Where this Agreement stipulates the written form, this stipulation shall be fulfilled in text form in accordance with Section 126b of the German Civil Code (Bürgerliches Gesetzbuch – BGB) (e.g. via email, fax).

9.7. In case of doubt, the provisions of the written Offer shall prevail over the provisions of these T&Cs.

9.8. The invalidity of individual provisions within this Agreement shall not affect the validity of the remaining provisions. In such cases, the parties shall undertake to find valid provisions that most closely approximate the commercial purpose of the invalid provisions. The same shall also apply for the closure of any loopholes in this Agreement.

T&Cs as of: 17.05.2018

Information regarding right of withdrawal

Right of withdrawal (applicable only to CONSUMERS)

The customer has the right to withdraw from this Agreement within fourteen days without giving reasons.

The withdrawal period is fourteen days from the date on which the Agreement is concluded.

To exercise your right of withdrawal, you must inform us of your decision to withdraw from this Agreement by means of a clear statement (e.g. a letter sent by post, a fax or an email). Include your name, address and, where available, your telephone number, fax number and email address. You may use the attached withdrawal form template, although this format is not mandatory.

The withdrawal period shall be deemed observed if notice of your decision to exercise the right of withdrawal has been sent before the expiry of the withdrawal period.

Consequences of withdrawal

If you withdraw from this Agreement, we shall repay all payments we have received from you, including delivery costs (with the exception of any additional costs arising if you selected a method of delivery that differs from the standard, cheapest method of delivery we offer), immediately and no later than fourteen days from the day on which we receive notice of your withdrawal from this Agreement. To carry out this repayment, we use the same payment method you used for the original transaction unless otherwise expressly agreed with you; in no case shall you be charged for any such repayment.

If you have requested that services begin during the withdrawal period, you shall pay us an amount corresponding to the proportion of services rendered to you until you informed us of your intent to exercise the right of withdrawal in relation to this Agreement compared with the total range of services originally envisaged.

Withdrawal form template

(If you wish to withdraw from this Agreement, please fill out this form and return it to us.)

To: teamspring GmbH, Reichenberger Strasse 113a, 10999 Berlin, Email: contact@artbutler.com

– I/we(*) hereby withdraw from the Agreement concluded by me/us(*) to purchase the following goods (*) / delivery of the following service (*)

– Ordered on (*) / received on (*)

– Name of the consumer(s)

– Address of the consumer(s)

– Signature of the consumer(s) (for paper-based notifications only)

– Date

(*) Delete as applicable.