Terms of use
Status: 11.08.2023
GENERAL TERMS AND CONDITIONS
the
CrowdArchitects GmbH
Erich-Kästner-Str. 1 | 99094 Erfurt
- hereinafter referred to as "WE" or "US" -.
The following general terms and conditions (hereinafter only the "GTC") apply to all orders, offers, deliveries and services performed by us.
In the context of an ongoing business relationship, these GTC shall apply even without expressly including them again, unless expressly agreed otherwise.
By accepting our services, you agree to these GTC. Any deviating GTC from you shall not become valid unless we acknowledge them in writing.
We make our IROIN® lnfluencer Marketing Suite [hereinafter only the "PLATTFORM"] available to you on the Internet. The platform covers the entire campaign workflow in the area of lnfluencer Marketing. With smart modules you can expand the functionalities of the platform and thus simplify and accelerate the process. The modules can be booked and cancelled flexibly at any time.
Modules may have special terms and conditions that you must agree to in order to use them accordingly. We will point this out to you accordingly in our offers.
1.
SERVICES | COSTS
PERFORMANCE
PROVISION PLATFORM | MODULES
The subject of these GTC is the use of the platform, which is provided by us on the Internet [hereinafter only the "PROVIDED"]. The use of the platform is basically possible without further adjustments.
If we have agreed to do so, we will set up the platform as well as modules booked by you for initial use in your company [hereinafter only the "SETUP" or the "CUSTOMIZING"].
FURNISHING | CUSTOMIZING
The setup of the platform as well as the booked modules includes the general technical provision to the platform as well as the individual technical setup for your company. This can include, for example, the transfer of existing data, the adoption of your own corporate identity or the setup of interfaces.
The exact setup will result from the offer agreed between us and you.
USAGE AND PROVISION FEES
COSTS USAGE PLATFORM AND MODULES
The provision of the platform in the basic version is free of charge.
The costs for the other modules as well as individually agreed ones are based on our offer and are calculated from the special usage fees of the modules you have booked. The costs of the modules may be based on booked quotas, the number of accounts provided or other module-dependent uses. Further details may be provided in the offer or in the special terms and conditions of the respective module.
COST FURNISHING
If we set up the platform or individual modules for your use, one-time setup fees will be charged, the amount of which depends on the agreed offer.
TERMS OF PAYMENT
Payments are due within 14 days after invoicing. Invoices will be sent in electronic form (PDF) to the email address provided by you for this purpose.
DEFAULT AND BLOCKING
DEFAULT OF PAYMENT
In the event of default in payment, you shall owe additional interest from the due date at a rate of 9 percentage points above the base interest rate applicable at the time. You are entitled to prove that no or a significantly lower interest loss has been incurred.
LOCK
We may suspend access to the Platform if you are more than 60 days in arrears with your payment. You are obligated to continue to pay regardless of this suspension. This refusal to perform triggered by default of payment does not constitute grounds for termination for you.
ACCOUNTING
A set-off or the exercise of a right of retention is only permissible with undisputed or legally established claims against us. In addition, offsetting against disputed but ready-for-decision counterclaims and all claims arising from this contractual relationship shall be permissible.
2.
CONTRACT TERM | TERMINATION
START OF CONTRACT AND TERM
START OF CONTRACT
The joint contract comes into effect as soon as we have confirmed your order. The booking of further modules during the contract period takes place via e-mail and is only effective with our declaration of acceptance.
If you send us a modified offer, this constitutes a new offer from you. A joint contract shall only be concluded if the new offer submitted by you is expressly accepted as such by us.
CONTRACT TERM - PLATFORM
The use of the free basic version is agreed for an indefinite period and can be terminated by you at any time. Termination by us is only possible with a notice period of three months to the end of the third month.
If you use paid modules on the platform, the notice period depends on these paid modules.
CONTRACT TERM - MODULES SUBJECT TO A FEE
Unless otherwise agreed, the minimum contract term for chargeable modules is twelve months and the notice period for ordinary termination is three months to the end of the contract term. If no notice of termination is given and nothing else is agreed, the contract shall be extended by a further twelve months for all modules not terminated at the time.
CONTRACT TERM - OTHER MODULES
If you book additional modules during the contract term, the minimum contract term for these modules shall run concurrently with the modules currently booked. Consequently, the first minimum contract term of an additional module may be shorter than twelve months.
END OF CONTRACT
EXTRAORDINARY TERMINATION
In addition to the possibility of ordinary termination, all parties have the right to extraordinary termination of the contract for good cause. Such an important reason exists for us in particular if:
You are in default of payment of your monthly charges in the amount of two monthly charges; or
you culpably violate an essential contractual obligation and fail to remedy the situation within a reasonable period of time despite a warning from us.
FORM OF NOTICE
Notice of termination must be given in text form, irrespective of whether the notice of termination is ordinary or extraordinary.
INACTIVITY
If we determine that you have not used the free basic version for six months, we reserve the right to delete your access and your data.
3.
FURTHER AGREEMENTS | COLLATERAL DUTIES
ACCESS SOFTWARE | SECURITY
SETUP
The software is provided by us on the Internet for use via an Internet browser. You are independently responsible for establishing access to the software via a current Internet browser and for configuring your Internet access accordingly to enable use. This includes in particular the correct setting of VPN servers that may be used by you.
DATA SECURITY
You agree to keep the passwords and logins used by you to access the Platform strictly confidential and to protect them from access by third parties. You will inform us immediately as soon as you become aware that a password and/or login is known to unauthorized third parties or that unauthorized third parties have otherwise gained access to the platform.
OWN CONTENT | UPLOAD
You are solely responsible for all content that you store or make available for retrieval within the software or its technical infrastructure and will refrain from taking any action that may jeopardize or disrupt the functioning of the platform.
We will not check the content for possible violations of law or contract. Within the scope of your obligation to comply with legal and contractual regulations, you are also responsible for the conduct of third parties acting on your behalf, in particular vicarious agents. This also applies to other third parties to whom you enable an infringement through your conduct.
CRIMINAL CONTENT
You expressly assure us that the provision and publication of your own content within the software does not violate German or other relevant national and international law, in particular copyright, trademark, name, data protection and competition law.
We reserve the right to temporarily block content that appears questionable to us in this respect. The same applies if we are requested by third parties to change or delete content within the software because it allegedly violates third-party rights.
In the event that you provide us with evidence that an infringement of third party rights or any other legal violation is not to be feared, we will reactivate access to the software.
RESTRICTION ACCESS PLATFORM
We may restrict your access to the software in the event of maintenance work or if security risks require it. In the event of maintenance work, we will keep it as low as possible and announce planned maintenance work in advance.
SUPPORT
REQUEST SUPPORT
Technical and functional support requests can be made by email, phone or in the software itself.
The processing of support requests takes place in the period Monday to Friday 09:00 clock to 17:00 clock. Public holidays are excluded from this. The public holidays of the federal state of Thuringia apply.
We will remedy any malfunctions of the platform or modules reported by you within a reasonable period of time. We are particularly dependent on your cooperation in this regard.
DYSFUNCTION
A malfunction to be remedied within the scope of the contractual relationship shall be deemed to exist if the platform or booked modules, when used in accordance with the contract, do not have the quality agreed upon in accordance with the offer and this has a more than insignificant effect on the suitability of the platform or the booked modules for use in accordance with the contract.
MALFUNCTION DISPLAY
You will inform us immediately if you become aware of any malfunctions and will support us in eliminating them to the full extent of your possibilities. In particular, you will send us the work results for inspection.
MALFUNCTION PROTOCOL
You will document malfunctions sufficiently and in a traceable manner (detailed description of the effects and timing of the malfunction, taking screenshots, time log) and forward them to us.
RIGHTS TRANSFERS
RIGHTS-TRANSFERS-PLATFORM
You receive the simple, time-limited and non-transferable right to use the platform and the booked modules in accordance with the contract. The type and scope of use shall otherwise be determined in accordance with the offer. All other rights remain with us.
You are not entitled to duplicate or modify the platform or the booked modules.
We reserve the right to take appropriate technical measures to protect against non-contractual use. The contractual use of the platform and the booked modules may not be impaired by this.
OTHER
UPDATE | UPDATES
We will continuously develop and update the Platform and the related modules. Such updates may result in changes to the function and/or appearance of the Platform or the modules and their functionalities.
You are not entitled to any particular functionality or presentation of the Platform or the Modules as long as they have their basic functionalities.
Changes or updates may also result in free services changing or being discontinued. There is no entitlement to such services. However, in the event of such changes, we will consider your interests to the extent possible.
ACCESS INFLUENCER
If persons associated with you (Influencers) are to be granted access to the Platform, they are required to agree to our Terms of Use for the Platform.
You are aware that it is not possible for a person associated with you to use the Platform if that person rejects our Terms of Use.
In addition, we reserve the right to block or delete the access of persons if they violate our terms of use.
4.
LIABILITY | LOCKOUT | WARRANTY
LIABILITY
We shall be liable without limitation in accordance with the statutory provisions for damages arising from injury to life, limb or health as well as for intentional or grossly negligent acts and in accordance with the provisions of the Product Liability Act.
In addition, we shall be liable in the event of slight negligence in the event of a breach of a material contractual obligation. Such an essential contractual obligation exists if its fulfillment makes the proper execution of the contract possible in the first place, and on whose compliance you may regularly rely or whose violation restricts rights of you which this contract has just granted you according to its content and purpose.
In the event that we are liable in such a manner, however, the compensation shall be limited to the typical and foreseeable damage. In other cases we are not liable for slight negligence.
RELEASE
You indemnify us internally against any claims by third parties which are based on illegal or infringing actions by you or errors in the content of the information provided by you. This applies in particular to violations in the area of data protection and all other aforementioned violations. You shall reimburse us for any legal defense costs incurred in this context.
LOCK
We will only make use of the technical option of blocking your access to the software in the exceptional cases mentioned above and will always take your legitimate concerns into account. If we carry out a blocking, we are entitled, if necessary, to block all services and performances that are the subject matter of the contract. The choice of the blocking measure is at our discretion.
We will inform you of any blocking by e-mail to the e-mail address you have provided.
DATA PROTECTION
We will conclude a separate agreement on commissioned processing regarding the collection, processing and use of personal data or other data if there is a legal obligation to do so.
We agree to reduce the processing of personal data to the maximum minimum.
COLLECTION OF USAGE DATA
We also collect data in anonymized form for the analysis and improvement of the platform functionalities. We agree that the data in question does not fall within the scope of national or international data protection regulations such as the DSGVO or the BDSG.
If you still do not want us to use anonymized data for statistical analysis, you can object to this at any time by sending an e-mail to support@iroin.de.
5.
FURTHER PROVISIONS | GENERAL
GENERAL
Amendments, supplements or the cancellation of these GTC and the associated offer must be made in writing to be effective. This also applies to the cancellation or amendment of the aforementioned written form requirement.
Insofar as disputes arise, the place of jurisdiction and performance - insofar as this is legally permissible - shall be Erfurt. The law of the Federal Republic of Germany shall apply to all legal relationships between the parties.
Should any provision of these GTC be or become invalid or should a loophole exist, the other provisions of these GTC shall remain in full force and effect and legally enforceable.
Should we fail to legally enforce a provision, this shall not constitute a waiver of rights.
CHANGES GTC
Our goal is to constantly develop our platform and to enable new functions and use. These adjustments may mean that we have to adapt these terms and conditions from time to time to ensure that they reflect the correct use. We will only make changes if we are convinced that this is not possible in any other way, and we will consider whether they are reasonable for you and in your interest.
In the event that we adjust our GTC, we will inform you of the intended changes in advance by e-mail. You will then have six weeks to object to the changes and to terminate the contract in text form after the six weeks have expired. If you have an annual quota, the termination will only take effect at the end of your quota period.