General Terms and Conditions

for contracts for consideration concluded via www.verso.de/shop between

VERSO GmbH

represented by the managing directors Florian Holl and Andreas Maslo

Agnes-Pockels-Bogen 1
80992 Munich
Phone: +49 89 52038984
E-mail: kontakt@verso.de

Sales tax identification number according to §27 a sales tax law: DE273701962

– hereinafter referred to as “VERSO” or “We” –

and

visitors to www.verso.de/shop who purchase the product and the authorization to use accompanying services as part of the ordering process described under § 4

– hereinafter referred to as “customer” or “you” –

be concluded.

1 Scope of application

(1) The business relationship between VERSO and the customer shall be governed exclusively by the following General Terms and Conditions (“GTC”) in the version valid at the time of the order.

(2) The GTC can be viewed, saved and printed as a PDF at https://verso.de/agb/.

(3) Deviating or supplementary terms and conditions of the customer shall not be recognized unless VERSO expressly agrees to their validity in writing.

2 Definitions

(1) Our website is available at www.verso.de.

(2) The “Customer Area” (“My Account”) on our website can be accessed by logging in with the user name (or e-mail address) and personal password chosen by the customer during the initial order process.

(3) The “Product” or the “VERSO Platform” is one of the products described in § 3 para. 1 listed versions of an IT platform for managing information in the area of corporate social responsibility (CSR), which is made available online and used independently by the customer via a browser.

(4) “Updates” are updates to the product.

(5) “Upgrades” are additional modules for the product.

(6) “Services” means the consulting and support services offered by us to accompany the provision of the product.

(7) “Users” are employees of the customer who have access to the product at the customer’s request in the role of “administrators” or “editors”.

3 Service description

(1) The VERSO platform is available in the “CSR Starter”, “CSR Hub” and “CSR Ambassador” versions. In addition, the customer can purchase upgrades to expand the VERSO platform.

(2) The VERSO platform is made available to the customer on a subscription basis. The amount of the monthly fee depends on the version and on the type and number of users specified by the customer.

(3) The customer has the one-time opportunity to try out the VERSO platform free of charge for 14 days. All the customer has to do is click on the “Test now” button and then follow the instructions. The customer can switch from the trial version to the full version by purchasing one of our products during the 14-day trial period. Otherwise, the test phase ends automatically at the end of its expiry.

(4) For further details on the product scope and additional modules, please refer to the detailed service description at www.verso.de/shop

4 Conclusion of contract

(1) The placement of our products and services on the website www.verso.de/shop constitutes a binding offer to the customer to conclude a contract under the conditions specified in the respective description.

(2) After selecting the desired product and/or services, the customer will be asked to enter their personal data and payment details. The customer declares binding acceptance of our offer by clicking the “Buy now” button. This creates a legally binding contract between VERSO and the customer. The customer is obliged to pay in accordance with § 6 of these GTC.

(3) The subject of this contract is the product and/or services listed in the “Your order” overview before you submit your binding acceptance of the contract. Our services depend on your choice of product or service. Details can be found in the product or service description on the website.

(4) VERSO shall confirm the conclusion of the contract to the customer by e-mail. The e-mail contains the essential content of the order. The processing of your order and the transmission of all information required in connection with the conclusion of the contract takes place – partly automatically – by e-mail. You must therefore ensure that the e-mail address you have provided to us is correct, that the receipt of e-mails is technically ensured and, in particular, that it is not prevented by SPAM filters.

5 Services

(1) The customer uses the VERSO platform independently. VERSO shall make updates available to the customer within the period of his subscription at no additional cost.

(2) VERSO shall support the customer with various consulting and support services, such as implementation work, training and other services in connection with the VERSO platform, insofar as the customer has acquired the right to use these services.

(3) For details on the type and scope of consulting and support services, please refer to the service description at www.verso.de/shop.

6 Payment terms, duration and prices

(1) After his appointment (see § 4 para. 2) the customer is obliged to pay the agreed subscription fee for the product. Payment is due within thirty (30) days of the invoice date. Services booked by the customer are billed separately.

(2) Payment can be made by invoice or credit card.

(3) The monthly subscription fee is debited annually in advance via the payment method specified to you. For the second and subsequent years, the due date is the anniversary of the invoice date specified in paragraph 1; the invoice can be accessed in the customer area of our website.

(4) The term of a subscription is one year from the invoice date and is automatically extended by a further year if you do not cancel your subscription with three (3) months’ notice to the end of the term. If you cancel your subscription, your account will be automatically closed at the end of the term. For further information on termination, please refer to § 11.

(5) The prices for the VERSO platform, additional modules and services can be found in the offer in our webshop and the price list valid at the time of ordering. VERSO may adjust the prices at the time your subscription would automatically renew if you have been notified of the price adjustment via your customer account at least three (3) months in advance. If the customer does not accept the price adjustment, he shall be entitled to terminate the contract in accordance with § 11 para. 5 to.

(6) The customer agrees to receive invoices exclusively in electronic form. Any objections to an invoice must be raised in good time, i.e. before the end of the due date (see paragraph 1 sentence 2). If no complaint is made in good time, the invoice shall be deemed to have been approved.

7 Rights and obligations of the customer

(1) The customer shall be entitled to use the VERSO Platform for its business operations within the scope of the current state of the art during the term of the contract, but shall bear the costs for the purchase and maintenance of the equipment, connections and software required for the use of the VERSO Platform. The customer shall continue to be entitled to use all materials created on the basis of its content even after termination of the contract with VERSO.

(2) The customer shall be entitled to assign the contract with VERSO’s prior written consent, which VERSO may not withhold without reasonable cause.

(3) The customer undertakes to use the VERSO Platform only in accordance with these GTC and the written operating instructions (insofar as these exist and are available to the customer).

(4) The customer undertakes to refrain from passing on any access data to the VERSO platform to third parties without the prior written consent of VERSO. The customer undertakes to notify VERSO immediately if there is reasonable suspicion that unauthorized persons may have access to the VERSO platform.

8 Rights and obligations of VERSO

(1) VERSO undertakes to grant the customer access to use the VERSO platform without delay, but at the latest within one working day of his order; Saturday shall not be considered a working day in this respect. For this purpose, VERSO shall provide the customer with all necessary user IDs.

(2) VERSO undertakes to perform any service in connection with the VERSO Platform carefully, to correct any errors immediately or to repeat incorrectly performed services. VERSO is entitled to use subcontractors for the provision of services.

(3) VERSO undertakes to ensure that the VERSO platform is available to the customer 24 hours a day, 365 days a year with an annual average availability of at least 97%. Please refer to § 9 for details.

(4) VERSO is entitled to create backup copies of the customer’s content stored on the VERSO platform. If the customer’s content is destroyed or altered by the customer’s actions and the customer requests VERSO to restore the previous content, VERSO shall be entitled to invoice the customer for the costs incurred in restoring the content.

(5) VERSO is entitled to temporarily suspend the provision of the VERSO Platform if the customer violates the provisions of the contract or if VERSO has reasonable grounds to believe that such a violation has occurred.

(6) VERSO is entitled to further develop and modify the VERSO Platform, whereby VERSO undertakes to inform the customer in advance in the event of a significant change to the existing functions. Urgently required changes, such as security updates, are not significant changes in the aforementioned sense.

(7) VERSO is entitled to transfer the contract in whole or in part to a third party. The customer must be informed of this. He has a right of termination in accordance with § 11 para. 5 to.

(8) Unless otherwise agreed or legally required, VERSO is entitled to destroy the customer’s content remaining in the VERSO Platform sixty (60) days after termination of the contract.

9 Service level

(1) Outside the use of the trial version (see § 3 para. 3), VERSO guarantees the customer an availability rate of 97% on an annual average (“Service Level”).

(2) The VERSO Platform shall be deemed to be available if it is accessible via the Internet outside the facilities where the VERSO Platform is hosted. The following situations are excluded from the availability guarantee:

Planned interruptions (temporary restrictions on access to the platform required in the interest of proper service provision, whereby longer time restrictions must be announced to the customer in advance by e-mail)
Unplanned interruptions lasting less than one minute
Unplanned interruptions lasting longer than one minute but no longer than ten (10) minutes, if the number of unplanned interruptions within a month is ten (10) or less
interruptions due to errors in products or services not included in the product, such as errors attributable to the software, hardware or telecommunications equipment used by the customer
interruptions caused by actions of the customer that contradict the operating instructions for the platform
Interruptions due to force majeure or the fault of third parties, such as denial of service attacks
Interruptions resulting from measures enforced by law or the authorities.

(3) In the event of an interruption of service, the customer must notify VERSO by e-mail to support@verso.de. The interruption is deemed to have begun when the disruption begins to affect the customer’s use of the platform and to have ended when the disruption has been rectified. VERSO shall inform the customer about the rectification of the error.

(4) Unplanned interruptions in the availability of the platform that last longer than ten (10) minutes, as well as unplanned interruptions that in themselves last longer than one but less than ten (10) minutes and whose number exceeds ten (10) during a month, shall (in the latter case from the eleventh unplanned interruption) be fully offset against the monthly availability rate.

(5) A compensation payment shall be offset against the customer’s next invoices. Payment in cash or in any other form of payment is excluded. The amount of the compensation payment is based on the actual monthly availability rate:

99,0% – 99,8%: Refund of 5% of the monthly subscription fee
98,0% – 98,9%: Refund of 10% of the monthly subscription fee
97,0% – 97,9%: Refund of 15% of the monthly subscription fee
Less than 97.0%: Full refund of the monthly subscription fee

10 Warranty

(1) The statutory warranty rules shall apply. Contrary to § 536a para. 1 Alt. 1 BGB, however, VERSO shall not be liable regardless of fault in the event of a defect existing at the time of conclusion of the contract. VERSO does not guarantee that the customer will achieve a certain economic success with the help of the platform.

(2) A limitation of the availability of the VERSO platform within the limits of the service level (see § 9) is in accordance with the contract and therefore not subject to liability for defects.

(3) Warranty claims based on defects shall become time-barred after one year.

11 Termination

(1) To cancel, please follow the instructions for canceling in the customer area of our website.

(2) Either party may terminate this contract without stating reasons by giving at least three (3) months’ notice to the anniversary date of the contract. The relevant date for calculating the deadline is the anniversary of the effective date of the contract following the termination, calculated from the invoice date (see § 6 Para. 1). In this case, the contract ends on the anniversary date following the date of termination.

(3) Either party may terminate the contract with immediate effect if the other party materially breaches the provisions of the contract and has not remedied the breach within thirty (30) days of receipt of a written notice to that effect. In the event of termination by the customer due to a breach of contract by VERSO, VERSO shall reimburse the customer for payments already made, insofar as they relate to the period after termination.

(4) The customer may terminate the contract in the event of a price adjustment (see § 6 para. 5) terminate the contract by giving thirty (30) days’ notice if he does not accept the price adjustment. In this case, the contract ends on the anniversary of the effective date of the contract following the termination.

(5) In the event of a transfer of the contract by VERSO (see § 8 para. 7), the customer shall be entitled to terminate the contract with immediate effect within fourteen (14) days of becoming aware of the transfer of the contract. In this case, VERSO shall reimburse the customer for payments already made, insofar as they relate to the period after termination.

(6) In the event of termination, VERSO shall offer its services to the customer in order to transfer the customer’s content to another service provider. For this purpose, the customer must order the transition services (see www.verso.de/shop) before the contract ends. In the event of termination by the customer in accordance with paragraph 3 or by VERSO in accordance with paragraph 5, the customer shall receive the current status of his information managed in the VERSO platform in PDF format free of charge.

12 Liability

(1) VERSO shall be liable without limitation for damages resulting from injury to life, body or health, in all cases of intent and gross negligence, fraudulent concealment of a defect, assumption of a quality guarantee, damages under the Product Liability Act and in all other cases regulated by law.

(2) If, outside the scope of paragraph 1, we have breached material contractual obligations, our liability for slight negligence shall be limited to the foreseeable damage typical of the contract. Material contractual obligations are those obligations which arise from the nature of the contract and the breach of which would jeopardize the achievement of the purpose of the contract, as well as obligations which the contract imposes on us according to its content in order to achieve the purpose of the contract, the fulfilment of which makes the proper execution of the contract possible in the first place and on the observance of which you may regularly rely.

(3) The restrictions of para. 1 and 2 shall also apply in favor of VERSO’s legal representatives and vicarious agents if claims are asserted directly against them.

(4) In the event of a breach of insignificant contractual obligations, liability is excluded outside the scope of paragraph 1 in the event of slightly negligent breaches of duty.

(5) VERSO shall not be liable if the damage is due to use of the VERSO platform that is contrary to the instructions in the user manual.

13 Industrial property rights

(1) All intellectual property rights in the content uploaded by the customer to the VERSO Platform shall remain the exclusive intellectual property of the customer or its licensor. All intellectual property rights in connection with the provision of the VERSO Platform, including those based on suggestions for improvement made by the customer, shall remain the exclusive intellectual property of VERSO or its licensor.

(2) The customer is responsible for the content of the VERSO Platform and must ensure that it does not infringe the rights of third parties or violate applicable laws. The customer shall indemnify VERSO against any claims made against VERSO alleging that the content of the VERSO Platform infringes the rights of third parties. In addition, the customer is obliged to ensure that VERSO may make backup copies of the content posted by him on the platform.

(3) VERSO is obliged to use the customer’s content exclusively for the purposes of the contract.

(4) VERSO shall indemnify the customer against claims asserted against the customer alleging that the use of the VERSO Platform – not the content uploaded by the customer – infringes the rights of third parties, provided that the customer promptly notifies VERSO in writing of the alleged infringement, allows VERSO to defend it or enter into a settlement with effect for the customer and provides any information, assistance and necessary authorizations at VERSO’s expense upon VERSO’s request. A “third party” in the aforementioned sense is not someone who belongs to the same group of companies as the customer.

(5) If VERSO has reason to believe that the VERSO Platform infringes the intellectual property rights of third parties, VERSO shall either acquire rights at its own expense to enable the customer to continue using the VERSO Platform, or modify the VERSO Platform so that it no longer infringes the rights of third parties, but at the same time complies with the specifications agreed with the customer. If the latter option is not reasonable, VERSO may terminate the contract in accordance with § 11 para. 3 cancel.

14 Amendments to these GTC

(1) VERSO is entitled to make changes, adjustments or additions to these GTC, unless essential provisions of the contractual relationship (in particular the type and scope of the services to be provided by the parties, term, termination) are covered.

(2) This authorization to amend shall only exist if there is a valid reason. Such good cause shall be deemed to exist if unforeseeable changes, neither caused nor influenced by VERSO, disturb the equivalence relationship existing at the time of conclusion of the contract to a not insignificant extent or if, as a result of a change in the law, a loophole has arisen after conclusion of the contract and this loophole causes difficulties between VERSO and the customer in the performance of the contract which can only be remedied by amendment.

(3) The customer shall be notified of the amended terms and conditions in text form (e.g. by e-mail or fax) at least six (6) weeks before they come into force. The changes shall be deemed approved if the customer does not object within six (6) weeks of receipt of the notification. If the customer exercises the right of objection, the changes shall not become part of the contract and the contract between VERSO and the customer shall continue unchanged. At the beginning of the period, VERSO shall inform the customer separately of the possibility of objection and the period provided for this purpose. The right of the parties to terminate the current contract between VERSO and the customer (see § 11 para. 2 of these GTC) remains unaffected.

15 Final provisions

(1) If only the masculine form of a person has been chosen in these GTC, this is solely for better readability; the other genders are of course also included.

(2) If any provision of the Agreement is invalid or unenforceable, the remaining provisions of the Agreement shall, to the extent permitted by law, remain in full force and effect and enforceable. The parties shall attempt to replace ineffective or unenforceable provisions with provisions that correspond as closely as possible to the original intentions of the contracting parties by means of negotiations conducted in good faith.

(3) The Agreement contains the entire agreement and supersedes all prior obligations, if any, between the Parties with respect to the provision of the VERSO Platform.

(4) Failure by either party to enforce any provision of the Contract shall in no way constitute a present or future waiver of that provision. Waivers must be made in writing to be effective.

(5) All disputes arising out of or in connection with this contract or its validity shall be finally settled by a sole arbitrator in accordance with the Arbitration Rules of the German Institution of Arbitration (DIS) without recourse to the ordinary courts of law. The place of arbitration is Munich. The language of arbitration is German. The applicable law in this matter is German law to the exclusion of the conflict of laws.