The following general terms and conditions are an integral part of all contracts for the use of the “saasmetrix” software that saasmetrix GmbH, Obernstraße 50, 33602 Bielefeld, Germany (hereinafter referred to as “saasmetrix”) concludes with its customers.
Conflicting or deviating general terms and conditions or terms of use of the customer do not apply even if saasmetrix does not expressly object to them and executes the contract with the customer.
saasmetrix provides the customer with access to “saasmetrix” in order to perform SaaS management tasks independently and to obtain a structured overview of licenses, employees and total costs of various SaaS software (hereinafter referred to as “content”).
The software is a SaaS management tool for the management of SaaS applications (the “contractual purpose”). The provision of the Software – in the case of agreed individual services in accordance with Section 4 as amended – is hereinafter referred to as the “Service”.
saasmetrix currently only offers paid plans for the subscription of the Service. The individually agreed scope of services of the contract between the customer and saasmetrix is based on the respective plan as described in the price information sheet and selected by the customer (the “Plan”). The service owed by saasmetrix according to the contractually agreed scope of services is hereinafter referred to as “contractual services”; the term “software” only includes those parts of the software that are covered by the contractually agreed scope of services.
The customer may switch to a more comprehensive plan at any time; in this case, the information on the scope of services, remuneration, etc. of the new plan specified in the price information sheet shall apply from the time of the switch. A change to a more favorable plan is only possible with the consent of saasmetrix and in compliance with the conditions specified in these GTC or in the price information sheet.
The software is used by means of telecommunications via an Internet browser. The customer may only use access to the software itself and only for the contractually agreed purpose.
The customer undertakes to take appropriate security precautions to ensure that access to the software is not used by unauthorized persons. These security precautions include, in particular, the use of a secure password. The customer may only enter data, texts, images and other content into the software
The customer agrees not to upload, transmit, endorse, encourage, promote or otherwise make available any content that is unlawful, racist, hostile, violent, discriminatory (including with respect to race, religion, gender, sexual orientation, age, disability, ancestry or national origin), harmful, harassing, defamatory, vulgar, obscene or otherwise objectionable, or that contains software viruses or other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment.
The customer agrees that saasmetrix may process the content uploaded by the customer for the purposes of this contract, in particular store it and make it available for retrieval.
saasmetrix is entitled to delete content uploaded by the customer if saasmetrix has reasonable grounds to believe that the content was not entered into the software in accordance with the provisions of these terms and conditions.
The customer shall indemnify saasmetrix on first demand against all third-party claims (in particular claims arising from infringement of copyright, competition, trademark or data protection law) that are asserted against saasmetrix in connection with the use of the software by the customer, insofar as these claims have arisen due to a breach by the customer of the provisions of these terms and conditions. This indemnification obligation also includes the reimbursement of reasonable costs incurred by saasmetrix in the assertion or defense of its legal rights in this context.
If agreed between the parties, saasmetrix shall also provide services to adapt the software to the individual needs and wishes of the customer (“Individual Services”). An agreement on this is made between the parties in a separate service contract (the “Individual Service Contract”).
saasmetrix provides the Individual Services in accordance with the provisions of the Individual Service Agreement and receives the remuneration provided for therein. The customer is obliged to provide all cooperation required for the provision of the individual services.
saasmetrix is not responsible for establishing and maintaining the data connection between the customer’s IT systems and the transfer point. “Delivery point” is the router output of the saasmetrix data center or the data center of its subcontractor through whose server the software is operated. saasmetrix is not responsible for faults outside the transfer point.
The customer is responsible for the procurement and maintenance of the necessary hardware and connections to public telecommunications networks. The costs for setting up and maintaining the online connection on the part of the customer are to be borne by the customer. saasmetrix is not liable for the security, confidentiality and integrity of data communication that takes place via external communication networks. saasmetrix is also not liable for disruptions in data transmission caused by technical errors or configuration problems on the part of the customer.
The software availability to be provided by saasmetrix depends on the plan selected by the customer and is specified on the price information sheet. If the price information sheet does not contain any provisions, the following shall apply: If the customer has selected a fee-based plan, saasmetrix owes an availability of at least 99% on an annual average of the contract.
saasmetrix endeavors to offer the customer the best possible customer experience. However, saasmetrix is not contractually obliged to guarantee the completely error-free operation and usability of the software. saasmetrix is only obliged to ensure that the customer can use the software for the contractual purpose at the level of availability in accordance with Section 6.2. “Availability” means that the customer can access and use the essential functions of the software. Times during which the Software is not available due to a fault or for other reasons are deemed to be “downtime”.
saasmetrix strives to use state-of-the-art technology and is entitled to regularly carry out or introduce updates, new versions or upgrades of the software (hereinafter uniformly referred to as “Updates”) in order to adapt the software to new technical or economic requirements, implement new functions or make changes to existing functions in order to improve the software.
If and insofar as the suitability of the software for the purpose of the contract is significantly impaired by an update (a “significant change”), saasmetrix shall notify the customer of the introduction of the significant change in text form at least four weeks before it comes into effect (a “change notification”). If the customer does not object to the material change in text form within two weeks of receipt of the change notification (the “Objection Notification”), the material change becomes part of the contract. saasmetrix will inform the customer of the customer’s rights with each change notification, in particular: (i) the right of objection, (ii) the deadline provided for the objection and (iii) the legal consequences if the objection to the material change is not declared in good time.
If the customer objects to the significant change, saasmetrix will provide the customer with the software for use even without the significant change, unless this is impossible for technical or organizational reasons or unreasonable for saasmetrix. In the latter case, the customer is entitled to terminate the contract extraordinarily within four weeks for good cause (the “exercise period”). If the customer does not exercise his right of termination, the material change shall become part of the contract. The Exercise Period begins as soon as saasmetrix has informed the customer in text form of (i) the impossibility of continuing the contract without the material change, (ii) the customer’s extraordinary right of termination and (iii) the legal consequences of the expiry of the Exercise Period.
The remuneration for the use of the software by the customer and the respective payment modalities shall be based on the information in the offer or, in the absence thereof, on the saasmetrix price information sheet valid at the time of conclusion of the contract or at the time of a change. If a plan is extended, the version of the price information sheet applicable to the customer does not change but remains the same.
All fees and prices quoted by saasmetrix are net prices and do not include the applicable value added tax. The payment period is based on the plan selected by the customer and the information on the offer; in the absence of this, it is based on the saasmetrix price information sheet valid at the time the contract is concluded or at the time of a change. If neither the offer nor the price information sheet contains provisions on the payment period, the remuneration is payable in advance of the defined contract period, after receipt of the respective invoice issued by saasmetrix. Invoices are sent by saasmetrix to the customer by e-mail. Unless otherwise agreed, all invoices are due immediately, at the latest 2 weeks after the invoice date and without deductions.
The customer has the option of paying by SEPA direct debit. The amount to be debited is collected at the beginning of the service period. The SEPA direct debit pre-notification is issued in an electronic format and sent to the customer electronically. The deadline for the SEPA direct debit pre-notification is reduced to one day.
Die vereinbarten Preise steigen nach jedem Ablauf von 12 Monaten automatisch jeweils um 7 Prozent.
saasmetrix guarantees that the software, when used in accordance with the contract, corresponds to the agreed scope of services and is not afflicted with material defects or defects of title (“defects”) that impair the suitability of the software for the purpose of the contract to a more than insignificant extent. Insignificant deviations are not considered defects.
The customer is obliged to notify saasmetrix of any defect immediately after it occurs. saasmetrix will rectify properly notified defects in the software within a reasonable period of time.
Strict liability pursuant to Section 536a (1) BGB for defects in the software existing at the time of conclusion of the contract is excluded, unless the defect relates to a characteristic of the software that is essential for the purpose of the contract.
saasmetrix shall be liable for damages resulting from (i) intent or gross negligence on the part of saasmetrix or its legal representatives or vicarious agents, (ii) the negligent breach of a material contractual obligation (cardinal obligations) by saasmetrix or its legal representatives or vicarious agents, (ii) the negligent breach of a material contractual obligation by saasmetrix or its legal representatives or vicarious agents, however, limited to the typical damage foreseeable at the time of conclusion of the contract, or (iii) negligent injury to life, body or health by saasmetrix or its legal representatives or vicarious agents, or (iv) mandatory statutory liability of saasmetrix or its legal representatives or vicarious agents. Essential contractual obligations are obligations whose fulfillment is essential for the proper execution of the contract or whose breach jeopardizes the achievement of the purpose of the contract and on whose compliance the customer may regularly rely.
Any contributory negligence on the part of the customer shall be taken into account. In particular, saasmetrix shall only be liable, subject to the provisions above, for the recovery of data if the customer has taken all necessary and reasonable data backup precautions and has ensured that the data can be recovered from data material held in machine-readable form with reasonable effort.
This liability regulation is conclusive. It applies to all claims for damages, irrespective of the legal grounds, in particular also to pre-contractual or ancillary contractual claims. This liability regulation also applies in favor of the legal representatives and vicarious agents of saasmetrix if claims are asserted directly against them.
The customer is obliged to notify saasmetrix immediately in text form of any damage within the meaning of the above liability regulations or to have it documented by saasmetrix, so that saasmetrix is informed as early as possible and can work with the customer to minimize any damage.
For each case of unauthorized use of a contractual service for which the customer is responsible, the customer shall pay compensation in the amount of the remuneration that would have been payable for the contractual use in accordance with the minimum contract term applicable to this service. The customer reserves the right to prove that he is not responsible for the unauthorized use or that no or significantly less damage has been incurred.
The right to claim further damages remains reserved.
Claims by the customer due to a breach of duty that does not consist of a defect shall become time-barred within one year of the start of the limitation period, except in cases of intent or gross negligence. This does not apply if the damage suffered by the customer is personal injury. Claims for personal injury shall lapse within the statutory limitation period.
Withdrawal from the contract or a reduction in payments shall be ineffective if the customer’s claim for performance or subsequent performance is time-barred.
The software is protected by copyright. saasmetrix assures that the general operation of the software is legally permissible, does not violate any laws, regulations or directives and, in particular, does not infringe any third-party rights. saasmetrix undertakes to indemnify the customer against justified third-party claims arising from the operation of the software and to compensate the customer for any damages incurred in this connection (including reasonable costs of legal defense) in accordance with Section 10.
The customer has the non-transferable, non-exclusive right, limited in time to the term of the contract, to use the service (including any software customization made in accordance with Section 4) via the Internet for the contractually agreed purpose. The customer does not acquire any further rights. In particular, the customer is not entitled to make the software accessible to third parties or to use it in any other way outside the purpose of the contract. In particular, the customer must refrain from reproducing, decompiling, reverse engineering or editing the service beyond the purpose of the contract.
The software contains open source software provided by third parties.
The customer agrees that saasmetrix may freely use, exploit and further develop any feedback provided by the customer.
The Service may include the possibility that the Customer acquires the right to use, copy or distribute content owned or licensed by third parties (“Third Party Content”). In this case, saasmetrix acts as a reseller of the company or person who is the owner or licensor of the Third Party Content.
The remuneration, the terms of payment and the other provisions for the acquisition of Third Party Content by the customer via the software as well as the scope of the rights of use are governed by the provisions of the price information sheet valid at the time of the respective acquisition. If the price information sheet does not contain any provisions, the parties shall reach a separate agreement on this.
The customer is only entitled to offset, reduce and/or withhold payment to saasmetrix if his counterclaim has been legally established, is undisputed or has been recognized by saasmetrix.
Furthermore, the customer is only authorized to exercise a right of retention insofar as his counterclaim is based on the same contractual relationship.
The customer’s right to reclaim remuneration not actually owed remains unaffected by the restriction of the first paragraph.
The contract term is 12 to 60 months, depending on the agreement, and is always extended by 12 months, unless otherwise specified, unless notice of termination is given no later than 30 days before the end of the contract term. The provisions applicable to the customer prior to the extension shall continue to apply for this extension period.
If no term has been agreed and the price information sheet does not contain any information on the term or terminability of a plan, it shall run for one month and may be terminated by either party with effect from the end of the month. If the plan is not terminated, it shall be automatically extended for a further month; the provisions applicable to the customer prior to the extension shall continue to apply for this extension period.
Depending on the agreement, trial periods with a term of one to six months are possible. At the end of the trial period, the contract is extended by 12 months; the provisions applicable to the customer prior to the extension continue to apply for this extension period.
The statutory right of the parties to extraordinary termination shall remain unaffected by this. Good cause shall be deemed to exist for the other party in particular if:
Any termination must be in text form. Notices of termination by the customer can be sent by e-mail to billing@saasmetrix.io or by letter to saasmetrix GmbH, Obernstraße 50, 33602 Bielefeld.
If the customer has agreed a test period with saasmetrix for the use of the “saasmetrix” software, the customer can terminate the contract in text form 14 days before the end of the test period (for contact details see Section 17). In the event of timely termination, the contract shall end at the end of the trial period. Otherwise, the contract is automatically continued and the contract term selected by the customer upon conclusion of the contract and the obligation to pay remuneration begin at the end of the trial period.
The parties undertake to maintain confidentiality for an unlimited period of time regarding all confidential information that they obtain or have already obtained within the scope of the contractual relationship and not to disclose or otherwise use such information, unless this is necessary for the fulfillment of the contract. Confidential information is all information and documents of the parties that are designated as confidential or are to be regarded as confidential under the circumstances, in particular information about business processes, business relationships, other business or trade secrets, know-how, all work results and the business model of saasmetrix.
Confidential information is exempt from this obligation:
The disclosure of confidential information to third parties requires the express written consent of the other party, unless expressly agreed otherwise.
The parties shall ensure by means of suitable contractual provisions that the employees and contractors working for them also refrain from the individual use or disclosure of confidential information without time restriction. The parties shall only disclose confidential information to employees or contractors to the extent that these employees or contractors need to know the information in order to fulfill the contract.
The customer agrees that saasmetrix may disclose the cooperation between saasmetrix and the customer for marketing purposes and also use the customer’s company logo in this context. The customer can revoke this consent at any time by means of a declaration in text form (e.g. by e-mail to billing@saasmetrix.io).
saasmetrix handles the customer’s personal data in accordance with the applicable data protection standards and regulations.
saasmetrix acts as a data processor within the meaning of Art. 28 GDPR vis-à-vis those customers who feed their customers’ personal data into the software. As part of the online registration process, the parties conclude a data processing agreement in accordance with Art. 28 GDPR. It is not possible to complete the online registration process without concluding the data processing agreement.
Where reference is made in these terms and conditions to the written form or notification, the sending of an e-mail shall also suffice in each case.
The contract and the other contractual documents are subject to the law of the Federal Republic of Germany to the exclusion of German conflict of laws provisions and the UN Convention on Contracts for the International Sale of Goods. The statutory provisions on the restriction of the choice of law and the applicability of mandatory law, in particular of the place where a customer who is considered a consumer in accordance with Section 13 of the German Civil Code (BGB) has his habitual residence, remain unaffected.
The European Commission provides a platform for online dispute resolution, which can be accessed at https://ec.europa.eu/consumers/odr/. saasmetrix is not obliged to participate in alternative dispute resolution proceedings before a consumer arbitration board, nor will it do so voluntarily.
Where reference is made in these terms and conditions to the written form or notification, the sending of an e-mail shall also suffice in each case.
The contract and the other contractual documents are subject to the law of the Federal Republic of Germany to the exclusion of German conflict of laws provisions and the UN Convention on Contracts for the International Sale of Goods. The statutory provisions on the restriction of the choice of law and the applicability of mandatory law, in particular of the place where a customer who is considered a consumer in accordance with Section 13 of the German Civil Code (BGB) has his habitual residence, remain unaffected.
The European Commission provides a platform for online dispute resolution, which can be accessed at https://ec.europa.eu/consumers/odr/. saasmetrix is not obliged to participate in alternative dispute resolution proceedings before a consumer arbitration board, nor will it do so voluntarily.
Should individual provisions be or become invalid, this shall not affect the validity of the remaining provisions. The invalid provision shall be replaced by mutual agreement by a provision that is most suitable for achieving the desired economic purpose, taking into account the interests involved.
There are no verbal collateral agreements. Amendments or additions to the contract must be made in writing to be effective. This also applies to this written form clause.
The place of fulfillment and jurisdiction is Bielefeld, Germany.
As of: March 15, 2024
