General Terms and Conditions (“GTC”)
§ 1 General
(1) These GTC provide the basis for the user contract between you as the user (hereinafter: “user” or “you”) and everlean UG (limited liability) as the provider (hereinafter: “everlean” or “we”). Such version of the GTC shall apply as had applied at the time at which the contract was entered into. Free or paid use of the software everlean – software solution for Lean Management (hereinafter: “Software”), provided as a web application, constitutes the subject of the contract.
(2) These GTC apply to the entire business relationship between everlean and you, and can be looked at on our websites via the link “GTC”. We do not accept conditions that deviate from or contradict those provided in these GTC. This also applies when we do not explicitly object to their inclusion.
§ 2 Registration and conclusion of contract
(1) In order to be able to use the Software, you are required to send a request of usage, which we can answer with a link to the Software or register stating your e-mail address, and to agree to the GTC at hand.
(2) By dispatching the registration form, you make a binding offer to enter into a contract for use of the Software. The user contract between us and you comes into being when we accept your offer via dispatch of a confirmation e-mail. We explicitly retain the right to reject your offer without stating reasons. If you receive an offer from us, the contract is entered with your order.
(3) Upon successful registration, you receive a user account. You are obliged to treat your password in strict confidence and to take necessary care to ensure that third parties have no access to it. Communication of access to third parties is explicitly prohibited. You alone are responsible for preventing that your access data are wrongfully used by third parties. You are obliged, as soon as you suspect that your access data have been lost or stolen, or that your account has been accessed or used by third parties, to inform us thereof without delay and to change your password.
§ 3 Performance specifications and rights of use
(1) The type and extent of services that are at your disposal as well as their availability can be taken from our website and the Software at any time. The creation, administration and maintenance of process optimisation tasks constitute significant elements of the services provided by the Software. You can, inter alia, create suggestions, plan and assign measures and evaluate key figures. The number of teams and users are limited to the extent agreed on at the time of entering into the contract.
(2) By successfully registering you receive the simple, locally unlimited and non-transferable right to use the Software appropriately (§ 3 sec. 1). Use and application that goes beyond this requires our express written approval. This applies in particular to the reproduction, distribution, processing or sublicensing of the Software.
(3) Where we provide the Software free of charge while it is also available for purchase, we do so reserving the right to make changes, to discontinue free service or to continue providing the service only upon payment, without prior announcement, and at any time. Moreover, we assume no responsibility regarding the completeness and/or correctness of free software, unless we have caused the defect with intent, by gross negligence or by fraudulent concealment.
(4) everlean is constantly striving to meet customers’ expectations and to ensure a maximum availability. We act with the greatest possible care and will always ensures a degree of 99 percent Software availability. Notwithstanding, it can be necessary to temporarily suspend availability for maintenance purposes. Where possible, we will notify you in advance in a timely manner of any maintenance schedules and shall design the latter in a fashion that causes the least possible impairment.
§ 4 Rights and obligations
(1) You are obliged to provide correct and complete information when registering, and to duly inform everlean of any changes to your registration data. You are not entitled to place your user account at the disposal of a third party or to put the Software to a use other than that intended.
(2) You alone are responsible for the contents you create within the Software and are obliged to make regular backups of said content. You must ensure that the contents do not violate the rights of third parties. In particular, you warrant that your contents are in compliance with protective rights of third parties (incl. competition, labelling, name and copyright law) as well as with governing laws.
(3) everlean and its vicarious agents are to be fully indemnified, at the first request, from any third party claims and any costs that have their basis in the Software being used by you in a fashion that violates the law/the contract, or in you condoning that the software is used in such a fashion, or which arise, in particular, from litigation involving data protection, copyright or other laws in conjunction with your use of the software. You are obliged to notify everlean immediately as soon as you realize, or are in a position to realize, that a violation of such nature is about to occur.
§ 5 Duration and termination
(1) The user contract begins with the conclusion of contract (§ 2 sec. 2) and has for the paid version of the Software a term of a) one month or b) one year – if not otherwise agreed – and will be extended by one month/year each, if the contract is not terminated by a party a) one week or b) three months before the end of the term. If the user gets a test access, it is limited to 30 days for free versions of the Software.
(2) Termination must be rendered in written form. The time at which the deadline for termination expires is determined by the time at which everlean receives such written notification.
(3) The right to terminate the contract for cause remains unaffected. In particular, we reserve the right to terminate the user contract with immediate effect if you substantially violate the provisions of these GTC.
(4) With the termination of the contract we are allowed to delete the entire content. You no longer have access to the contents of your user account once the user contract has expired or is terminated, but you will be able to export the content until the contract ends.
§ 6 Liability
(1) In accordance with the governing legal provisions, everlean shall be liable without restriction for damages resulting from injuries to life, body or health and that result from wilful or grossly negligent breaches of duty or fraudulent intent. Furthermore, everlean shall bear unrestricted liability for damages according to liability covered in compulsory statutory provisions, for instance the German Product Liability Act (Produkthaftungsgesetz), and in the event of accepting guarantees.
(2) For such damages which are not mentioned in § 6 (1) and which are caused by simple or minor negligence, everlean is liable if the negligence is in violation of contractual obligations the fulfilment of which is necessary in order for the contract to even be properly fulfilled; can be regularly expected and relied on by you (so-called cardinal obligations). In such cases, the liability of everlean shall be limited to damages typically foreseeable under contract.
(3) The above provisions also apply in favor of the employees, representatives and vicarious agents of everlean.
§ 7 Final provisions
(1) Relationships between the parties are governed by the applicable law of the Federal Republic of Germany under exclusion of all international and supranational (contractual) legal systems, in particular the UN Convention on Contracts for the International Sale of Goods. The language of contract is German. In cases of conflicts the German version of these GTC shall prevail. The place of jurisdiction is the registered seat of everlean.
(2) We reserve the right to modify these GTC at any time. We shall inform you in writing or via e-mail whenever such modifications are made. You are deemed to be in agreement with the modifications if you do not provide written objection within (4) weeks of being notified thereof. In notifying you of modifications, we shall also explicitly inform you of this consequence of not rejecting the changes. Should you not agree to the changes, the contractual relationship will continue to the previously applicable conditions until it expires, or can be terminated by us in cases of free Software. Should you wish to return to using the Software, you will only be eligible for use under the conditions that are current at that time.
(3) We are entitled to transfer, with exempting effect, all of the duties and obligations covered by these GTC, entirely or partially, to a third party. You hereby already agree to such transfer of contract. You have the right to extraordinarily terminate your contract immediately should we avail ourselves of such a transfer.
(4) Any changes or amendments to these GTC (with the exception of § 7 sec. 2) must be made in written form. The requirement of the written form shall also apply to the cancellation or revocation of this requirement.
(5) You are not entitled to set counterclaims off against claims of everlean, unless such counterclaims have been established by a final and conclusive court ruling or are undisputed.
(6) Should a provision of these GTC be invalid (e.g. unlawful or otherwise unenforceable), that invalidity shall have no impact on the validity of the remaining provisions. The invalid provision will be replaced with a lawful, mutually agreed provision with similar and valid economic and legal effects. The same applies to potential gaps and omissions in these GTC.
everlean UG (limited liability)
represented by managing director Yannick Müller
Karl-Liebknecht-Straße 5 (c/o mobile job), 10178 Berlin, Germany
Register: Charlottenburg District Court (Berlin)
Record Nr.: HRB 186839
VAT ID Nr.: DE312070556