Terms and Conditions
General
This contract (Terms and Conditions) applies to the use of the cloud applications for business planning (hereinafter referred to as "Software", "Applications" or "Apps") offered by RPS Planungssysteme GmbH, Agnes-Pockels-Str. 2, 63457 Hanau, Germany (hereinafter referred to as "RPS" or "We").
This offer is exclusively directed at businesses and legal entities as defined in Section 14 of the German Civil Code (BGB) (hereinafter referred to as "user", "applicant", "customer" or "you"). Consumers (Section 13 BGB) are excluded from entering into this contract.
The applicability of the user's terms and conditions is expressly excluded. This also applies if RPS has not expressly objected to the user's terms and conditions and/or provides services without objection.
Subject of the Contract
The software is operated by RPS as an internet-based SaaS (Software as a Service) or cloud solution.
RPS provides the user with software for use and stores user data on its own servers or servers operated by a service provider.
Registration and Contract Conclusion
Use requires registration by creating a user account (hereinafter referred to as "account").
The user must accept these terms and conditions.
RPS confirms the registration by sending the user a confirmation email with an individual activation link.
By confirming the activation link, the user enters into a free contract.
There is no entitlement to registration and the conclusion of a contract.
There will be no automatic transition to a paid subscription.
A paid subscription is concluded by actively selecting user licenses and confirming via a clearly marked button (e.g. "Buy").
If you are concluding the contract on behalf of another legal entity or company, you warrant that you are authorized to bind that person or company to these terms and conditions.
Test Period
After registration, the user can create their own schedules (hereinafter referred to as "schedules") free of charge for a limited time and invite other users to collaborate.
The duration of this test period is specified in the user manual or the software. RPS may shorten or lengthen this period at any time.
In order to access their own schedules after the end of the trial period, the user must take out a paid subscription by purchasing user licenses.
RPS is entitled to irrevocably delete the user's schedules and all associated data if the user does not purchase user licenses no later than 30 days after the end of the trial period.
Prices and Payment Terms
By purchasing user licenses, the user enters into a paid subscription.
The agreed fee for a subscription is determined by the user's order. The same applies to the billing period (1 or 12 months).
All fees are subject to the applicable statutory value-added tax (VAT). This will be invoiced separately.
The user pays the contractually agreed subscription fee for each billing period in advance by bank transfer.
Unless otherwise agreed, all invoices are due without deduction within 14 days of the invoice date.
Subscription fees are subject to change and RPS reserves the right to adjust them for each subsequent subscription period with a notice period of at least 4 weeks before such a change takes effect.
RPS is free to send invoices exclusively electronically via email to the email address registered in the user account. The same applies to payment reminders.
Delay of Payment
If the user is in default with payments, RPS is entitled to restrict or completely block access to the user's schedules.
The restrictions or the block will be lifted as soon as the user's payment arrears have been settled.
If the user is in default with the payment of the subscription fee or a substantial part thereof for two calendar months, RPS is entitled to terminate the contract without notice.
Term and Termination
A subscription initially runs for the term booked by the user. Afterwards, the subscription automatically renews for renewal periods of the same duration unless it is canceled by the user or by RPS within the specified timeframe.
The user and RPS can terminate subscriptions without giving reasons with a notice period of four weeks to the end of the agreed term.
The user can cancel by email to info@rps-systeme.de or by post.
RPS is free to send the cancellation exclusively electronically via email to the email address stored in the account.
The right to extraordinary termination for good cause remains unaffected.
The user's right to a refund of the fees paid in advance is excluded unless the user terminates the contract for a serious reason attributable to RPS. The user's right to a refund of the fees paid in advance is excluded in any case if RPS terminates the contract for a serious reason attributable to the user, or if RPS restricts, suspends, or terminates the account due to non-payment.
RPS is entitled to irretrievably delete the user's data no later than thirty days after the termination of the subscription.
The user can export their own schedule data via the software until the end of the subscription. After that, there is no longer any right to access the data.
If the user has not taken out a subscription, RPS can terminate the contract with the user at any time with a notice period of four weeks.
Availability and Data Backup
RPS offers its services and applications subject to availability. RPS strives to maintain continuous access to its servers. However, maintenance, development, or malfunctions may restrict or temporarily interrupt access. This may also result in data loss.
In the event of a service interruption or data loss, the user is not entitled to compensation or reimbursement of expenses. In the event of a service interruption or data loss that is not due to intentional or grossly negligent conduct on the part of RPS, the user is not entitled to a price reduction or to extraordinary termination of the contract.
User data stored on RPS servers is generally backed up daily.
Liability
RPS is only liable in cases of intent or gross negligence.
RPS is only liable for slight negligence in the event of a breach of essential contractual obligations.
RPS is not liable for defects that already existed at the time of contract conclusion.
Liability is limited to foreseeable damages typical for this type of contract.
Liability for data loss is limited to the cost of recovery if a data backup exists.
RPS shall not be liable to the extent that the user is partly at fault due to the breach of legal or contractual obligations or due to the improper operation of the software.
Usage Rights
The user receives a non-exclusive, non-transferable right to use the software for the duration of the contract.
Distribution or sublicensing is prohibited.
The source code of the software remains the property of RPS.
RPS is entitled to further develop, modify or adapt the software, including the removal of features.
User Obligations
The user is obliged to keep the email address stored in their account up to date at all times, as RPS uses this to send the user notifications.
The user agrees to protect their account against unauthorized access by using a sufficiently secure password.
Sharing the password or using the user account by multiple people is not permitted.The user configures the software themselves and is responsible for it.
The user is obliged to use the software only in accordance with the contract and within the framework of the applicable legal provisions and not to infringe any third-party rights in the course of its use.
The user agrees not to enter any health data as defined in Article 9 of the GDPR into the application.
In this context, the user undertakes to indemnify RPS against any liability and any costs, including possible and actual costs of legal proceedings, should RPS be held liable by third parties.Using the software requires a sufficient internet connection, which the user must provide. Offline use of the software is not possible.
The user is obligated to use any updates, patches, and/or service packs provided for the software. The same applies to the operating system under which the software runs.
The user is required to regularly back up their own work schedules. The software (Windows application) provides a function for this purpose.
If the user stores data on an own server ("self-hosting"), the user is solely responsible for backing up and protecting the data.
Fair Use Policy
RPS offers its services and applications based on a Fair Use Policy (FUP). The FUP serves to ensure consistently hi h quality and availability for all users and to prevent abusive or excessive use of the servers operated by RPS.
This applies in particular to the amount of data stored, the extent of data transfer and the number of server requests.
If the following maximum limits are exceeded, the user's options may be restricted:
- more than 1 million database records per schedule
- more than 10,000 users per schedule
- more than 1000 server requests within one hour
- more than 1 GB of outgoing data transfer per day
Automated data request is prohibited without the written consent of RPS.
In the event of serious, intentional or repeated violations of the FUP, RPS is entitled to terminate the contract without notice.
Consent to the Transfer of RPS's Rights and Obligations to Third Parties
RPS is entitled to transfer its rights and obligations under this contract, in whole or in part, to another company.
The user hereby gives his consent.
RPS will inform the user about such a transfer in a timely manner via email.
Data Protection and Data Security
RPS processes personal data exclusively within the framework of applicable data protection laws.
The details are regulated in the privacy policy (available here) and the data processing agreement (available here) that the user concludes with RPS.
The data processing agreement and its annexes form part of these terms and conditions.
RPS is committed to implementing appropriate technical and organizational measures for data security.
Changes to these Terms and Conditions
RPS reserves the right to make changes to these Terms and Conditions at any time.
This applies in particular to changes if they serve to adapt to technological progress or if the functionality of the software is adapted or expanded.
RPS is also entitled to make changes if a clause of these terms and conditions becomes invalid due to a change in the law or is declared invalid by the courts.
The amended terms and conditions will be communicated to the user via email at least four weeks before they come into effect.
The changes are considered accepted if the user does not object to them within four weeks of receiving the notification. If the right to object is exercised, the changes will not become part of the contract and the contract will continue unchanged.
The right to terminate the contract remains unaffected.
Final Provisions
Amendments and additions to these Terms and conditions must be in writing. This also applies to the cancellation or amendment of this written form requirement. No oral side agreements exist.
The user may not assign, either wholly or partially, the rights to which he is entitled under the contract to third parties without the prior written consent of RPS.
These terms and conditions and the contractual relationship between RPS and the user are governed by German law, excluding the UN Convention on Contracts for the International Sale of Goods.
The place of jurisdiction for all disputes arising from this contract is the registered office of RPS. RPS is also entitled to bring legal action at any other legally permissible place of jurisdiction.
Should individual provisions of these terms and conditions be or become wholly or partially invalid, the validity of the remaining provisions shall not be affected.
The contract language is German. If German and other language versions of the text exist side by side, the German version shall prevail in case of doubt.