General terms and conditions
General Terms and Conditions of Contract Juracus
These General Terms and Conditions of Contract (GTC) apply to the services (SaaS Services and Services) of Legal Analytics GmbH (also referred to as “we”, “us”, “our Service”, “Juracus”) provided to clients (also referred to as “Client” or “you”) via www.juracus.de. The Client’s terms and conditions will not apply unless we expressly agree to be bound by them. With our services and our GTC we exclusively address entrepreneurs in the sense of § 14 BGB (German Civil Code).
1 Subject matter of the contract
- SaaS services
- Possibility of using our Juracus platform and the SaaS services provided via the platform, i.e. in particular the evaluation of the content of contractual provisions with reference to parameters defined by them.
- Possibility to use our Juracus platform to extract and statistically process information from contracts.
- Possibility to use our Juracus platform to evaluate contracts under negotiation with regard to the parameters defined by your contractual partners.
In addition to the SaaS services, we offer services (including project services), such as workshops or consulting services in connection with the use of Juracus. In case you wish individual support in the use of Juracus (e.g. through coaching and consulting services), this is possible through an individual agreement on the content of services and remuneration in the usage or project contract as well as through the corresponding offer. In the case of the services we provide, our efforts will be invoiced on the basis of the corresponding working days or on an hourly basis. In such cases, the utilisation contract or project contract is agreed separately. Success is not guaranteed with regard to these additional services.
(3) No legal advice
Juracus’ services do not constitute legal advice within the meaning of the Legal Services Act. The services of Juracus shall also not be considered as a final evaluation of the documents submitted for review by Juracus. The advice given by Juracus in the context of the use of the service is always without guarantee and is based on standardised default settings or parameters specified by you.
- 2 registration, conclusion of the contract of use
- Our SaaS Services can be accessed via our website www.juracus.de at any time.
- In order to use our SaaS services, registration is mandatory for each user.
- Registration gives all registered users access to our free services.
- By registering on the website www.Juracus.de with his name, e-mail and company, the user makes an offer to conclude this user contract.
- 3 Remuneration for our SaaS services and performances
- The SaaS services provided by us are always charged according to the number of uses “Pay as you go” or according to the number of registered users “Subscription” depending on which price model the user has chosen.
For the use of the “Subscription” price model, a payment in the amount of 297 euros per user per month shall be deemed to be.
For the use of the “Pay as you go” price model, a payment of €27 per use shall be deemed to have been agreed.
A change of the price and payment model is possible after the end of the current billing month.
- If the “Pay as you go” price model has been selected, a fee will only be charged for actual use of the service.
Actual use is deemed to have occurred:
as of the moment at least one account has been set up in which the parameters of the analysis have been defined and at least one document analysis has been started via the upload button ” + ” and selected from a directory “Explorer, Cloud, d.3” and uploaded with confirmation of the button “Upload with costs”.
The “pay-as-you-go” pricing model charges according to the number of uploaded documents, which means that in the event of an upload of more than one document, payment is due depending on the number of uploaded documents.
For the upload it is decisive that our servers receive the files.
In the event of communication disruptions in the upload process for which we are responsible, we shall be entitled to improve the service within a reasonable period of time or to provide it via alternative communication channels such as e-mail.
If the “pay as you go” pricing model has been selected, the user will be explicitly informed at the first use of the service within the introduction that costs will be waived for the use of the upload process.
- Users assigned to a billing month. A user is considered to be regularly assigned if they have had access to the content of our services for more than one day in the invoiced month. The current number of users can always be viewed in the “Members” area of the administration overview.
- Services are generally charged on a time and material basis.
- Any remuneration is exclusive of the applicable value added tax at the time and place of performance of the service.
- The remuneration for the services provided by us shall be paid by you in advance of the corresponding contractual month. We are also entitled to invoice you for the respective payment for up to 3 months in advance.
- Our invoices shall become due upon receipt by you and shall be paid without deductions within fourteen calendar days to our account stated in the invoice.
- Travel costs and expenses are to be reimbursed separately. If the parties have not agreed on this, it shall be in accordance with the maximum tax rates applicable at the time of the performance of the service.
- We are entitled to increase the agreed payment once each calendar year by up to four per cent. We will notify you of the increase in text form at least three months before the price increase comes into effect. You have the right to terminate the contract for good cause on the date on which the price increase takes effect if we have exercised the right to increase the price by more than three per cent in each of two consecutive calendar years.
- You are only entitled to claim damages if your set-off claims have been legally established, acknowledged by us or are uncontested; this does not apply to the claiming of defects. You are only entitled to exercise a right of retention if your claim arises from this contractual relationship.
4 Term of the User Agreement for our SaaS Services
Once the termination takes effect, access to our services will be blocked for you and your users. You can export the content processed with our services until one month after the termination takes effect. After that, all your access will be deleted. Support services in connection with the termination will only be provided by us upon request and, where applicable, subject to separate charges.
The right to extraordinary termination of this contract for good cause remains unaffected. Good cause shall apply for us in particular if a cloud provider as a pre-supplier discontinues or terminates the provision of the services required for the provision of the cloud services in relation to us with the consequence that it is impossible or unreasonable for us to comply with the ordinary notice period.
Any termination must be in text form.
5 Grundsätze zur Erbringung unserer SaaS Leistungen und Dienstleistungen
The interoperability of the services provided by us with your IT system or other hardware and software used by you is generally not an obligation of our services.
We are not responsible for the functionality and availability of software, hardware, other components and services that you maintain yourself or have obtained through third parties. Illustrations, drawings as well as other materials in connection with our services (hereinafter “product information”) are for general presentation purposes only. They do not constitute a warranty.
The provisions of German tenancy law apply to our SaaS services. We are therefore obliged to provide maintenance. We will carry out updates, upgrades as well as other maintenance measures free of charge for you, subject to the above-mentioned provisions on payment. No further support is currently offered. Beyond the maintenance measures, the statutory rental defect warranty law shall apply.
Where our services are provided as part of a project, you may request changes and additions to the agreed services at any time (change requests). We are only obliged to implement such changes and additions if they are reasonable for us and we have agreed on a corresponding supplementary payment.
Employees and subcontractors/sub-suppliers will not be integrated into your work processes or operational organisation. Employee leasing is undesirable for both parties. Our employees and subcontractors/sub-suppliers are exclusively subject to our supervision and instructions.
The availability of our services is subject to certain restrictions. This applies in particular to periods during which maintenance work is being carried out. If possible, we will carry out such maintenance work outside normal business hours (weekdays 08.00 – 17.00). We are not responsible for any disruption of availability caused by you.
We reserve the right to modify our services (services, software, support services, apps, etc.) as well as the documents and appendices relating thereto (such as service description, service level, price model) in their entirety or in part, to reduce the scope of functions or to discontinue them at our own reasonable discretion, taking into account your interests. There is no entitlement to the provision of services with certain functionalities for certain operating systems (e.g. Windows, Mac OS), end devices or browsers. We will inform you about such changes & settings in text form at least four weeks before they come into force. You have the right to object to the change. If you object to the change, we have the right to terminate this contract extraordinarily.
It is your responsibility to ensure that the conditions necessary for the use of third-party products with our services are met. This applies in particular to the establishment of contracts with providers of third-party products as well as to your use or installation of the third-party products.
We obtain essential inputs for our Services from other cloud providers. If the Cloud Providers make changes that would result in a change to our Services, we will attempt to offer you alternative, comparable services. If no agreement is reached, both parties have the right to terminate this contract extraordinarily for good cause without notice.
In the event of force majeure, we shall be released from our obligation to provide the services. Force majeure includes fire, explosion, flood, war, mutiny, blockade, embargo and industrial action by us or a subcontractor for which we or a the subcontractor are not responsible.
You shall independently take reasonable measures against the loss of your Content processed using the SaaS Services.
When using our Services, you are prohibited from:
infringe third party proprietary rights such as trademarks, copyrights and rights to a name,
post content that is insulting, defamatory, pornographic, harmful to minors or otherwise criminally liable,
unreasonably harass other customers and/or third parties, e.g. by unsolicited advertising (spam) or suggestive or sexually oriented communication,
use mechanisms, software and/or scripts that go beyond the functionalities and interfaces provided by our services, in particular if they block, modify, copy or overwrite our services, as well as
attempting to interfere with our services, their security systems or the content available there by altering data (§ 303a StGB), computer sabotage (§ 303b StGB), falsification of data relevant to evidence (§ 269, 270 StGB), suppression of data relevant to evidence (§ 274 StGB), computer fraud (§ 263a StGB), spying out data (§ 202a StGB), interception of data (§ 202b StGB) or other criminal offences, whereby we will report corresponding attempts to the competent public prosecutor’s office.
6 Your obligations to cooperate for our SaaS services and performances
You shall ensure that all prerequisites for the contractual provision of our services are fulfilled in your area of responsibility in a timely manner and free of charge.
7 General Liability
The parties shall be liable to each other for themselves, their legal representatives, vicarious agents and the subcontractors/pre-suppliers engaged by them for direct property damage and financial loss caused by them up to € 1,000.00 (in words: one thousand euros) per damaging event, up to a maximum of € 2,000.00 (in words: two thousand euros) per year of the contract term, irrespective of the number of damaging events.
In the event of simple negligence, liability shall be limited to the foreseeable damage typical for the contract. Apart from the breach of essential contractual obligations, liability for compensation for indirect material damage and financial loss, in particular loss of profit, is completely excluded in the case of simple negligence. In the event of force majeure and in the event of gratuitous use of our services, our liability is excluded altogether in the event of ordinary negligence.
The parties shall be liable to an unlimited extent in the event of injury to life, body or health as well as in the event of wilful or fraudulent action. The same shall apply in the event of the assumption in an agreed form of a written guarantee for the quality or durability of a service to be provided by us.
Our liability under the Product Liability Act remains unaffected.
You shall be liable for the actions of your employees, legal representatives, sub-contractors and any other users of our services as for your own actions.
The parties agree that twice the annual remuneration paid by you in a calendar year corresponds to the foreseeable, typically occurring damage and that liability for simple negligence only exists in the event of a separate agreement between the parties in written form. The aforementioned limitation of liability shall not apply in the case of damages resulting from injury to life, body or health, if we have fraudulently concealed a defect or have exceptionally assumed a quality agreement or in the case of intentional or grossly negligent acts, as well as in the case of claims under the Product Liability Act.
8 Warranty for our SaaS services
In the event of material defects and defects of title in the case of purchase, rental and work services, the statutory provisions shall apply subject to the provisions in this section.
In the event of material defects, you shall first have the right, at our discretion, to free rectification or new delivery (hereinafter referred to as “subsequent performance”). If the fault cannot be eliminated after two attempts at subsequent fulfilment, it must be checked before any termination or withdrawal whether your interests can be met by an alternative solution offered by us.
In the case of rent, the strict liability for damages for defects existing at the time of transfer is excluded under Section 536a (1) of the German Civil Code (BGB). Your obligations as a company from §§ 377, 381 para. 2 HGB (German Commercial Code) remain unaffected.
Our services are provided to you without any third party rights. Please inform us immediately in written form if you become aware of third party rights to our services.
At our request, you shall allow us with the defence against the claims asserted by third parties, provide us with all information necessary for this purpose, make declarations and grant us the necessary authority. In return, we shall indemnify you against claims for payment and damages on account of the rights of third parties.
If our services are actually subject to the rights of third parties, we are entitled, at our discretion, to
eliminate the rights of third parties or their claims (e.g. by paying licence fees), or
to modify our services in such a way that the rights of third parties are no longer infringed.
If in the event that the defect cannot be remedied after two attempts at subsequent performance, it shall be examined whether your interests can be met by an alternative solution offered by us before any termination or withdrawal.
Claims due to defects shall not apply if you have made changes to the services or had them made by a third party without our prior consent or if the services are used by you for a purpose not covered by this contract and the change or use contrary to the contract is solely responsible for the occurrence of the defect.
Claims for defects are subject to a limitation period of 12 months.
9 Your responsibility as a user of our SaaS services
With regard to the content processed by you and your users with our Services, you are responsible for compliance with the statutory provisions. As we only provide the technical and organisational platform for the use of our Services, the content posted by you and your users is external to us. For the processing of your content with our services, you grant us the rights of use that are necessary for us to be able to provide you with the agreed services. If you process text, image, graphic, audio or video files with our services, you must ensure that you are entitled to the necessary rights of use.
Links or functionality on our Services may take you to third-party websites and SaaS solutions that are not operated by us and for which we are not responsible. Such links or functionalities are either clearly marked or identifiable by a change in the address line of the browser or a change in the user interface.
If you breach this Agreement, we may impose sanctions (including, but not limited to, deactivation or suspension of individual services, deletion of content processed with the Cloud Services, and full or partial suspension of access to our Services) in our reasonable discretion, taking into account your interests. The level of sanctions will depend on the severity of the breach. Other claims remain unaffected, in particular our right to extraordinary termination for good cause.
10 Your right to use our SaaS services
Software use & general
You receive a simple, non-exclusive right to use our services, including new releases, which is limited in time and unlimited in space for the duration of the contract.
- Your group companies are equally entitled to use the software. An independent authority to sublicense or otherwise transfer your rights of use is not associated with this. This right of use ends if the group company no longer meets the requirements of an affiliated company within the meaning of §§ 15 ff. AktG (German Stock Corporation Act).
- You are not entitled to exhibit, publicly reproduce, in particular make available to the public, edit, redesign, translate, decompile or otherwise transform the software. Your rights under Sections 69d (3), 69e UrhG remain unaffected.
- We are always entitled to use our services, including new releases, as well as any other general know-how, experience, methods and procedures developed in connection with the contract elsewhere (provision to third parties, as open source software, etc.).
- Test and demo licences are generally limited to a term of up to sixty days. Without the conclusion of a productive licence, your test access, including the administrator ID, all user IDs and all contents deposited by you, will be deleted after the expiry of the test and demo licence.
Open Source Software
“Open Source Software” (“OSS”) means computer programs and related material (e.g. documentation or licence terms) (i) which may generally be distributed to third parties without additional charge, (ii) which may be modified by any user subject to restrictive conditions, and (iii) the source code of which is regularly disclosed to third parties. If open source software is included in our software, we grant you those rights to it which are transferable to you under the licence conditions applicable to it.
This clause applies accordingly to the use of open source software in connection with the commissioning and use of our software. You are permitted to use open source software provided that you ensure that our rights to the software are not thereby impaired by the rights of third parties due to a so-called “viral effect” of the open source software.
11 Transfer to third parties
We are entitled to transfer the contract to a legal successor or a group company affiliated with us without your consent. We will inform you of this in written form at least two months before the planned transfer.
A transfer of the contract to a third party requires your prior consent. In the event of your objection, the contract will continue unchanged. The objection is deemed to be good cause for extraordinary termination of the contract by us
12 Final Provisions
- The transfer of individual claims from this contract requires the prior consent of the respective other party in written form. This consent may only be refused for good cause. This does not apply to the cession of claims by one of the parties to a group company with its registered office in the EU/EEA.
- Taking your interests into account, we are entitled to name you as a contractual partner vis-à-vis third parties or in public, unless you object. Public naming includes in particular the use and display of your logos and company marks for advertising and marketing purposes in online and offline advertising media.
- The entire contractual relationship between the parties shall be governed exclusively by the laws of the Federal Republic of Germany, to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
- The place of jurisdiction for all disputes arising from the contractual relationship shall be the court with subject-matter jurisdiction at our registered office.
- In the event of disputes arising from the contractual relationship, the parties shall attempt to reach an amicable settlement in out-of-court negotiations. Should an out-of-court settlement between the parties not lead to a mutually satisfactory result, they shall conduct mediation in accordance with the DIS Mediation Rules 10 before resorting to court.
- No verbal additional agreements have been made. Amendments and modifications to this contract and to other agreements concluded with reference to this contract must be made in written form in order to be effective. Amendments to the contract shall become effective if you do not object to the amendment in written form within one month after receipt of the amendment notification. If you object to the amendment, the contract will continue to apply unchanged and we are entitled to extraordinary termination of the contract with one month’s notice to the end of the next calendar month. The written form also applies to an amendment of this clause. The priority of individual additional agreements remains unaffected.
- Should one of the provisions of the contract be or become invalid or should the contract contain a loophole requiring regulation, this shall not affect the validity of the remaining or incomplete provisions. In this case, the parties undertake to replace or complete the ineffective or incomplete provisions with provisions that come closest to the ineffective or incomplete provisions in economic terms.