These general terms and conditions apply between Faru Services GmbH, Trimburgstraße 2, 81249 Munich, Germany, (hereinafter referred to as “Faru”) and the customer (hereinafter also referred to as “user”). This agreement governs the use of the tools provided by Faru, including FARU-BusinessCockpit, FARU-InventoryManager, FARU-CategoryAnalysis, FARU-ASINCrawler (hereinafter referred to as “Services” or “Contract Software”).
1.1 The general terms and conditions apply to all current and future contracts with entrepreneurs within the meaning of Section 14 of the Civil Code (BGB), legal entities under public law and special funds under public law.
1.2 The general terms and conditions apply exclusively. Deviating, conflicting or supplementary general terms and conditions of the customer will only become part of the contract if and to the extent that Faru has expressly agreed to their validity. Divergent, conflicting or supplementary general terms and conditions of the customer do not become part of the contract even if Faru provides the service without reservation or allows access to the services without reservation in knowledge of the customer's general terms and conditions.
2.1 The scope of services, the licensing model, the nature, purpose and terms of use of the contractual services result from the respective service description on Faru's website or the app or web store visited, where the contractual services can be purchased.
2.2 Depending on the licensing model, Faru grants the customer the non-exclusive, non-transferable right to use the contract software listed in Section 4.
2.3 Services that go beyond the contractually agreed scope of services, such as the development of customer-specific solutions or necessary adjustments, require a separate agreement.
2.4 Unless otherwise agreed in individual cases, the current prices at the time of conclusion of the contract plus statutory sales tax apply.
2.5 Unless otherwise agreed, all invoice amounts are due immediately. 2.6 Payment of fees is made by credit card or PayPal or via the payment method stored in the selected app or web store.2.7 Default interest is charged at 9 percentage points above the respective base interest rate. Interest is due immediately. We reserve the right to claim higher damages due to delay. The damage caused by delay also includes any currency losses.
3.1 The customer must protect the access rights and identification and authentication information assigned to him or the users from access by third parties and not pass them on to unauthorized parties.
3.2 Faru does not archive or back up data beyond the functionality of the contract software. The customer himself is responsible for securing the data entered by him or generated by the contract software.
3.3 The contractual services may only be used by the customer and only for the purposes agreed in the contract. Any use of the services contrary to the contract and/or illegal is prohibited. The customer does not have any further rights, in particular to the software or any infrastructure services provided in the respective data center. Any further use requires the prior written consent of Faru.
3.4 In particular, the customer may not make use of the services beyond the agreed scope of use or allow third parties to use them or make them available to third parties. In particular, the customer is not permitted to reproduce, sell or transfer, rent or loan software or parts of it for a limited period of time.
3.5 Faru is entitled to take appropriate technical measures to protect against non-contractual use. The use of the services in accordance with the contract must not be affected more than insignificantly as a result.
3.6 In the event that the scope of use is exceeded by a user in breach of contract or in the event of an unauthorised transfer of use, the customer must immediately provide the provider with all information available to him to assert claims due to the use contrary to the contract, in particular to provide the name and address of the user. In this case, Faru is entitled to compensation against the customer in the amount of the license fee that would have been incurred in the event of licensing in accordance with the contract. Faru is left to prove any further damage.
4.1 The contract software is subject to the agreed licensing model “Software as a Service” (4.1.1), “Software Rental” (4.1.2) and “Software Purchase” (4.1.3) subject to the following conditions.
4.1.1.1 Faru makes the services available to the customer in the respective current version via the Internet for use for a fee for the duration of the contract. For this purpose, Faru stores the software on a server that is accessible via the Internet.
4.1.1.2 The billing period corresponds to the respective minimum period. The fee is to be paid at the beginning of the billing period. An agreed set-up fee must be paid at the start of the contract period.
4.1.1.3 Price changes will be notified to the customer in good time for the next billing period.
4.1.1.4 For the duration of the contract, the user receives the non-exclusive, non-transferable, non-sublicensable right to use the services for his own use on a PC owned or owned by him.
4.1.1.5 Faru provides access to services within Faru's disposal, i.e. from the data center interface to the Internet.
4.1.1.6 The customer is aware that restrictions or disruptions to the services may occur that are beyond Faru's control. This includes in particular actions by third parties who do not act on behalf of Faru, technical Internet conditions beyond Faru's control, and force majeure. The hardware, software and technical infrastructure used by the customer can also have an impact on Faru's services. Insofar as such circumstances affect the availability or functionality of the service provided by Faru, this has no effect on the contractual compliance of the services provided.
4.1.1.7 Faru's liability for defects that already existed at the time the contract was concluded is excluded.
4.1.1.8 The contractually agreed services will be provided from the contractually agreed date, initially for the duration of the agreed term. During this minimum period, early ordinary termination is mutually excluded.
4.1.1.9 If the contract is not terminated at the end of the minimum term, the contract is extended in each case by the duration of the minimum term until the end of the respective extension period has been duly terminated.
4.1.1.10 The right of each contractual partner to terminate the contract for good cause remains unaffected.
4.1.1.11 The customer will back up his data on his own responsibility (for example by downloading) in good time before termination of the contract. After termination of the contract, customers will regularly no longer be able to access their data stocks due to data protection reasons alone.
4.1.2.1 Faru makes the services available to the customer in the respective current version via the app or web store for use at a fee for the duration of the contract.
4.1.2.2 The billing period corresponds to the respective minimum period. The fee is to be paid at the beginning of the billing period. An agreed set-up fee must be paid at the start of the contract period.
4.1.2.3 Price changes will be notified to the customer in good time for the next billing period.
4.1.2.4 For the duration of the contract, the user receives the non-exclusive, non-transferable, non-sublicensable right to use the services for his own use on a PC owned or owned by him.
4.1.2.5 Faru provides access to the services in the app or web store.
4.1.2.6 The customer is aware that restrictions or disruptions to the services may occur that are beyond Faru's control. This includes in particular actions by third parties who do not act on behalf of Faru, technical Internet conditions beyond Faru's control, and force majeure. The hardware, software and technical infrastructure used by the customer can also have an impact on Faru's services. Insofar as such circumstances affect the availability or functionality of the service provided by Faru, this has no effect on the contractual compliance of the services provided.
4.1.2.7 Faru's liability for defects that already existed at the time the contract was concluded is excluded.
4.1.2.8 The contractually agreed services will be provided from the contractually agreed date, initially for the duration of the agreed term. During this minimum period, early ordinary termination is mutually excluded.
4.1.2.9 If the contract is not terminated at the end of the minimum term, the contract is extended in each case by the duration of the minimum term until the end of the respective extension period has been duly terminated.
4.1.2.10 The right of each contractual partner to terminate the contract for good cause remains unaffected.
4.1.3.1 The user receives the non-exclusive, non-transferable, non-sublicensable right to use the services for his own use on a PC owned or owned by him.
4.1.3.2 If the customer is an entrepreneur, he must check the contract software immediately upon receipt for obvious defects and, if they exist, immediately report these to the seller, otherwise warranty for these defects is excluded. The same applies if such a defect appears later on. Section 377 HGB applies.
4.1.3.3 With the exception of claims for damages, warranty claims due to material defects expire in two years or in one year if no consumer is involved in the transaction. The limitation period begins when the contract software is downloaded from the app or web store.
4.2 The services may only be used in unchanged form. In particular, it is prohibited to decompile, extract or transform (reverse engineer), edit or copy the Services or parts of them.
4.3 The user is entitled to make a backup copy if this is necessary to secure future use.
4.4 Copyright notices and other features serving to identify the program may not be removed or changed.
5.1 The contractual partners are obliged to maintain secrecy about business and trade secrets and other confidential information that becomes known in connection with the execution of the contract. The contract partners will also impose these obligations on their employees and any third parties employed.
5.2 “Confidential information” means all information and documents that come to the other party's knowledge about business transactions of the other party concerned, in particular, but not exclusively, sales and product data.
5.3 The contract partners are aware that electronic and unencrypted communication (e.g. via e-mail) involves security risks. In this type of communication, they will therefore not make any claims based on the lack of encryption, unless encryption has been agreed beforehand.
6.1 Insofar as Faru can access personal data of the customer or from its area, Faru will only act as an order processor and process and use this data only to execute the contract. Faru will comply with the customer's instructions for handling this data. The customer bears any adverse consequences of such instructions for the execution of the contract. The customer will agree with Faru on the details of Faru's handling of the customer's data in accordance with data protection requirements.
6.2 The customer remains responsible both in general in the contractual relationship and in terms of data protection law. If the customer processes personal data (including collection and use) in connection with the contract, he guarantees that he is entitled to do so in accordance with the applicable, in particular data protection regulations and, in the event of a violation, releases Faru from third-party claims.
6.3 The following applies to the relationship between Faru and the customer: The customer is responsible for the processing (including collection and use) of personal data vis-à-vis the data subject, unless Faru is responsible for any claims made by the data subject due to a breach of duty attributable to him. The customer will responsibly review, process and answer any inquiries, requests and claims made by the person concerned. This also applies when a claim is made against Faru by the person concerned. Faru will support the customer as part of its duties.
6.4 Faru guarantees that customer data is stored exclusively in the territory of the Federal Republic of Germany, in a member state of the European Union or in another state party to the Agreement on the European Economic Area, unless otherwise agreed.
7.1 The customer is obliged to indemnify Faru from all claims by third parties based on illegal use of the service item by him or made with his approval. If the customer recognizes or must recognize that such an infringement is imminent, Faru is obliged to inform Faru immediately.
7.2 Faru may revoke the customer's access authorization if the customer significantly exceeds the permitted use or violates regulations to protect against unauthorized use. The provider's claim to compensation for use beyond the agreed use remains unaffected.
7.3 In any case in which a contractual service within the customer's area of responsibility is made without authorization, the customer must pay compensation in the amount of the usage fee. The customer reserves the right to prove that the customer is not responsible for the unauthorized use or that there is no or significantly less damage. Faru remains entitled to claim further damage.
8.1 The customer is obliged to immediately and as precisely as possible report any functional failures, malfunctions or disturbances of the services to Faru.
9.1 There is no obligation to provide updates. However, Faru may, in its sole discretion, provide updated versions of the Services or improvements to the Services. Faru will inform the customer about updated versions and corresponding usage instructions electronically and make them available accordingly.
10.1 Faru is liable for damage suffered by the customer due to intentional or grossly negligent conduct on the part of Faru, for personal injury and damage under the Product Liability Act in accordance with the statutory provisions. This also applies to damage caused by Faru's vicarious agents.
10.2 In the event of simple negligence, Faru is only liable
a) for damage resulting from injury to life, limb or health,
b) for damages resulting from the breach of an essential contractual obligation (obligation whose fulfilment makes the proper execution of the contract possible in the first place and on whose compliance the contractual partner regularly trusts and may rely); in this case, however, Faru's liability is limited to compensation for the foreseeable, typically occurring damage.
10.3 Faru's liability is otherwise excluded.
11.1 In the event of a material defect, Faru shall comply with the obligation to rectify the defect by providing Faru updates.
11.2 If there is only an insignificant reduction in the suitability of the services for use in accordance with the contract, there are no claims on the part of the customer due to defects.
12.1 The law of the Federal Republic of Germany applies, excluding the UN Sales Convention. The authoritative version of these general terms and conditions is the version available in German.
12.2 If the customer is a merchant, a legal entity under public law or a special fund under public law, the place of performance and jurisdiction for all disputes arising from contractual relationships between the customer and Faru is Faru's registered office.