General Terms and Conditions
1 Conditions
These General Terms and Conditions apply to an agreement for the provision of Rillsoft software applications either as Software as a Service (hereinafter “Rillsoft Cloud”) or for installation and use in an IT environment not operated by Rillsoft (hereinafter “On-Premise”) between Rillsoft GmbH, Mollenbachstrasse 14, 71229 Leonberg (hereinafter “Provider”) and a contracting party (hereinafter “Customer”). Provider and Customer are collectively referred to as the “Parties”.
These terms of use govern the provision of the Rillsoft software applications as well as the services provided by the Provider and their use by the Customer.
Deviating or supplementary general terms and conditions of the Customer apply only if the Provider has expressly agreed to their validity in text form (e.g. email).
“Application Data” are all data that the Customer processes, enters, uploads, generates, or stores through use of the application. “Users” are persons to whom the Customer grants access to use the application.
2 Subject Matter of the Contract
2.1 The subject matter of this contract is the provision of the current version of the software application made available by the Provider for use of its functionalities, the technical enablement of the use of the application, and the granting or mediation of usage rights to the application, as well as the provision of storage space for the data generated by the Customer through use of the application and/or required for use of the application (hereinafter “Application Data”) by the Provider to the Customer in return for payment of the agreed fee for the period defined in the contract.
2.2 The details and scope of services are determined exclusively by the licenses selected by the user.
2.3 A functional description of the application can be accessed at Features.
2.4 The software environment approved by the Provider for use of the application, in particular browsers and access software Rillsoft Project, are specified in the System Requirements of the Application and can be accessed there.
2.5 The functional administration of the application is also not part of the contract.
2.6 Unless expressly agreed in the contract or its appendices, the Provider does not owe any further services. In particular, the Provider is not obliged to provide additional setup services and/or to create and hand over individual adaptations or additional programs.
2.7 In the event of contradictions, the following order of precedence applies:
(1) individual agreement/order confirmation,
(2) service description/price sheet,
(3) these GTC,
(4) EULA/license terms (if applicable).
Mandatory statutory provisions remain unaffected.
2.8 These GTC govern the provision and use of Rillsoft Cloud (SaaS) as well as the associated services. For the software license in the On-Premise or download model, the license terms of the EULA apply additionally. The specific scope of support and maintenance services depends on the product and is governed by the service description, a support contract and/or an agreed SLA.
3 Provision of the Software and Backup of Application Data
3.1 The Provider provides the application in the current version on a central data processing system or several data processing systems (collectively referred to as “Server”) in accordance with the following provisions.
3.2 The application and the application data are backed up on the Server regularly, unless otherwise agreed between the Parties, at least daily.
The backup created by this data backup is stored on the Server. The backup stored in this way is kept for a period of thirty (30) calendar days and is overwritten by automatic processes on the following working day.
3.3 The handover point for the application and the application data is the router exit of the data center used by the Provider (hereinafter “Handover Point”), which is located in the Federal Republic of Germany.
3.4 The Provider is entitled to use subcontractors to provide its services. A continuously updated list of the subcontractors used by the Provider who process personal data for it can be viewed under Subcontractors. If the Provider engages subcontractors to process the Customer’s personal data that the Provider processes as a processor pursuant to Art. 28 GDPR, the special provisions of the data processing agreement apply. Such subcontractors are listed in a separate list.
3.5 The Provider is not responsible for the quality of the required hardware and software on the Customer’s side or for the Customer’s connection to the Internet and the maintenance of the telecommunications connection between the Customer and the Provider up to the Handover Point.
4 Software Trial Versions
4.1 The Customer has the option to test the application free of charge for a period of 30 days. The free software trial version of the application is provided to the Customer exclusively for testing purposes for a limited period by the Provider. A trial version is not intended for use in ongoing business operations; productive use is excluded.
4.2 In the trial, personal data may only be used in anonymized form or as test data.
4.3 Free testing of Rillsoft Cloud and the use of the application requires registration at https://www.rillsoft.cloud/en/registration/.
The Customer must provide the data requested during the registration process for the application completely and correctly in the input form, unless marked as voluntary information.
4.4 After validation of the Customer’s email address, the Customer can log in to the application. With registration, the free trial period begins and ends automatically after 30 days, without requiring termination by the Customer. An extension is permitted once for an additional 30 days and occurs exclusively via support confirmation by issuing a new trial key.
4.5 Support is not owed unless expressly promised; provision is “as is”.
4.6 30 days after the end of the trial period and if no contract is subsequently concluded, the Application Data is automatically deleted.
5 Access Software
5.1 The following Internet browsers in their current version are suitable as required access software with which the Customer can access the Server: Mozilla Firefox, Google Chrome, Microsoft Edge. The Provider does not provide the above access software to the Customer.
5.2 In addition, the Provider makes available to the Customer a further application software Rillsoft Project for the use of the functionalities of Rillsoft Cloud at https://www.rillsoft.cloud/en/download and this is part of the fee.
6 Technical Availability, Response Times, Access to Application Data
6.0 Availability, service times, maintenance windows, and response times apply only if contractually agreed. If agreed, the following provisions apply.
6.1 Technical Availability of the Application
6.1.1 The Provider owes the agreed availability of the application and the Application Data at the Handover Point for use by the Customer using the access software during the system operating time specified below, excluding the agreed times of planned unavailability. The system operating time is 24 hours/day and 365 days/year.
6.1.2 The system operating time consists of times of available use (hereinafter “Core Usage Time”), during which the Provider ensures monthly availability from Monday to Friday from 08:00 - 17:00 CET/CEST of 99% and the longest uninterrupted downtime will not exceed 4 hours, and times of non-availability (hereinafter “Peripheral Usage Time”).
6.1.3 The following periods do not count toward available use:
disruptions caused by the Customer’s local IT system or a disruption of the Customer’s connection to the Handover Point
other events not caused by the Provider or one of its agents, e.g. force majeure, misuse, or operating errors.
6.2 Planned Unavailability
6.2.1 The Provider is also entitled to maintain and service the application and/or Server and to perform data backups outside planned unavailability. The Customer already grants consent upon conclusion of the contract that planned unavailability exists during the entire term of the contract every last Friday of the month from 21:00 to 24:00 as well as after notice. Planned unavailability will be announced to the Customer no later than 7 days in advance under Unavailabilities.
6.2.2 If and to the extent that the Customer can use Rillsoft Cloud during times of planned unavailability, there is no legal entitlement to this. If use of the application during times of planned unavailability leads to a reduction or suspension of services, the Customer has no claim for warranty or damages.
6.3 Response Times
6.3.1 The Provider only ensures within the available usage time that within a time period agreed below, depending on the reported defect, it will begin remedial work after receipt of a report of a technical disruption by the Customer by email or support ticket (“Response Time”).
6.3.2 For disruptions reported outside the available usage time, the Response Time begins on the next working day within the service time.
6.3.3 Defects are mutually classified by the Parties as operationally preventing, operationally impairing, or other defects. Depending on the classification, the following response times apply:
Operationally preventing defect: Response: 4 hours
An operationally preventing defect exists if use of Rillsoft Cloud is impossible or severely restricted and no workaround exists.
Operationally impairing defect: Response: 2 working days
An operationally impairing defect exists if use of the application is not impossible but restricted, without a workaround being available.
Other defect: Response: 5 working days
An other defect exists if use of the application is not significantly impaired and is possible without or with only minor restrictions.
7 Support Services, Classification of Error Reports
7.1 Support services of the Provider are error corrections. Error correction is performed without additional costs.
7.2 The Provider provides the Customer with a ticket system built into Rillsoft Cloud as the primary support platform. The Provider may provide additional support services by telephone. If these services are not part of an error correction caused by the Provider, they will be billed according to the current price list.
7.3 Since the distinction between general user support, individual case errors, and software errors is not always immediately possible in practice, the Customer therefore accepts that the Provider prioritizes errors based on customer feedback.
8 Other Services of the Provider, Online Manual
8.1 The Provider will provide the Customer with new versions of the application developed during the term of the agreement. New versions may also include functional extensions.
The Customer has no claim to the creation of new versions or to the inclusion of certain additional functionalities in the application.
8.2 The Provider provides the Customer with an online manual for the application.
8.3 The Provider offers assistance and support to the Customer exclusively via the homepage Support and by email (support@rillsoft.de).
8.4 Further services of the Provider can be agreed at any time in text form or by email, in particular training or services for additional telephone customer support for the application.
Such additional services are provided for remuneration at the Provider's generally applicable prices at the time of the order.
9 Use of the Software on Customer Hardware (“On-Premise”)
9.1 These contractual conditions also apply to use of the application on hardware provided by the Customer. The Rillsoft application is installed on hardware provided by the Customer only if expressly agreed.
9.2 The software environment approved by the Provider for use of the application is specified in the On-Premise System Requirements and can be accessed there.
9.3 The right to use the Rillsoft application on hardware systems to be provided by the Customer is dependent on a mandatory support contract to be concluded.
9.4 The Provider then has no hardware-related services to perform. In particular, it is not liable for errors and defects that occur because the Customer provides faulty hardware and/or does not follow the hardware recommendations and “requirements” provided by the Provider.
10 Non-fulfillment of Availability
10.1 If the Provider does not fully comply with the obligations agreed in Section 6, the Customer is entitled to demand a contractual penalty to the following extent:
10.1.1 If the agreed availability during service time/core usage time is not met for reasons for which the Provider is responsible, the Provider shall pay a contractual penalty of 0.5% of the monthly remuneration (proportionately) per commenced 0.1% shortfall of the agreed availability, but no more than 100% of the monthly flat fee.
10.1.2 If the longest uninterrupted downtime during service time is exceeded for reasons for which the Provider is responsible, the contractual penalty is 5% of the monthly remuneration (proportionately) per case of exceeding, but no more than 100% of the monthly flat fee.
10.1.3 If the response time during service time is exceeded in the case of an operationally preventing defect for reasons for which the Provider is responsible, the agreed monthly usage fee is reduced proportionately by 5% per case of exceeding, but no more than 100% of the monthly flat fee.
10.2 The total contractual penalty incurred will be paid to the Customer or offset against ongoing invoices of the Provider.
10.3 The Provider must demonstrate that it is not responsible for the reason for the delayed provision or service failure. If the Customer did not notify the Provider of the service failure, the Customer must prove, in the event of dispute, that the Provider otherwise became aware of it.
11 Usage Rights, Rights of the Provider in Case of Exceeding Usage Authorizations
11.1 The Customer receives simple, non-exclusive, non-sublicensable and non-transferable usage rights to the application, limited to the term of the agreement, in accordance with these conditions. This does not affect the one-time permanent transfer of the entire license, to the extent and as permitted in the applicable EULA (in particular § 10(1)); in this case the Customer may make the software, including the documentation, available to the acquirer to the extent required for this purpose, provided that the Customer completely uninstalls all its own installations, transfers all license evidence, and the acquirer accepts the EULA.
The Customer may use the application only for its own business activities through its own personnel or freelance staff, unless a permissible transfer pursuant to § 11.1 sentence 2 has been made.
11.2 The Customer may use the application only within the contractually agreed scope.
11.3 The Customer receives access to one (1) Rillsoft Cloud tenant (one (1) Rillsoft Cloud environment). No additional tenants (environments) are provided for testing or quality assurance purposes. These can be booked as needed for a separate fee.
11.4 Rights that are not expressly granted to the Customer above do not accrue to the Customer. In particular, the Customer is not entitled to use the application beyond the agreed use, to allow third parties to use it, or to make the application accessible to third parties.
11.5 If the Customer violates the obligations under Sections 11.1 - 11.4 for reasons for which it is responsible, the Provider may block the Customer’s access to the application or the Application Data if the violation can thereby be demonstrably remedied.
If the Customer continues or repeatedly violates the obligations under Sections 11.1 - 11.4 despite a corresponding written warning by the Provider and is responsible for this, the Provider may terminate the agreement without notice.
12 Remuneration and Payment, Fee
12.1 The remuneration for the services to be provided for granting usage rights to the application consists of the usage fee arising from the agreement at the agreed times plus the applicable statutory VAT.
12.2 The remuneration is due for payment in advance at the times agreed in the agreement.
12.3 The Provider is entitled to increase the agreed prices for the contractual services in order to offset costs incurred in the proper performance of the contract. The Provider will notify the Customer of a price increase in writing or by email; the price increase does not apply to the period for which the Customer has already made payments.
The Customer has the right to terminate the contractual relationship in writing within a period of 1 month after receipt of the notice. The Provider will inform the Customer of this right of termination with each notice.
If the Customer exercises this right of termination, only the non-increased remuneration will be charged until the termination becomes effective.
12.4 An increase in prices within 12 months after conclusion of the agreement is excluded.
12.5 If the Customer is in default of payment, the Provider is entitled to demand statutory default interest and, after reasonable notice, to suspend services until payment is made, insofar as this is reasonable (in the case of Rillsoft Cloud in particular, blocking access).
13 Cooperation Obligations of the Customer
13.1 The Customer will fulfill all duties and obligations necessary for the performance of the agreement.
The Customer undertakes in particular to
13.1.1 keep the access authorizations assigned to it or the Users confidential, protect them from access by third parties, and not pass them on to unauthorized users;
13.1.2 protect this data with appropriate and customary measures. The Customer will inform the Provider without delay if there is suspicion that access data and/or passwords may have become known to unauthorized persons;
13.1.3 comply with the restrictions/obligations with regard to the usage rights under Section 11, in particular
not to retrieve or allow retrieval of information or data without authorization, or to interfere or allow interference with programs operated by the Provider, or to unlawfully penetrate or promote penetration of the Provider’s data networks;
to indemnify the Provider against third-party claims based on unlawful use of the application by the Customer or arising from data protection, copyright, or other legal disputes caused by the Customer that are related to the use of the application;
to obligate authorized Users to comply with the provisions of the agreement and these General Terms and Conditions that apply to them;
to inform authorized Users in accordance with Arts. 13 and 14 GDPR about the processing of their personal data by the Provider.
13.1.4 check data and information for viruses before sending them to the Provider and use virus protection programs corresponding to the state of the art;
13.1.5 report defects in contractual services, in particular defects in the services under Section 2 of these General Terms and Conditions, to the Provider without delay;
13.1.6 pay the remuneration agreed under Section 12 on time;
13.1.7 if and insofar as the Provider provides the technical possibility, regularly back up the Application Data stored on the Server by means of downloads.
14 Data Security, Data Protection
14.1 The Parties will observe the applicable data protection provisions, in particular those valid in Germany, and will obligate their employees involved in the contract and its performance to data secrecy under § 5 BDSG, insofar as they have not already been generally obligated accordingly.
14.2 If the Customer collects, processes, or uses personal data, it warrants that it is entitled to do so under the applicable provisions, in particular data protection law, and indemnifies the Provider in the event of a violation against third-party claims.
14.3 The Provider will collect and use Customer-related data only to the extent required for performance of this contract. The Customer consents to the collection and use of such data to this extent.
14.4 The obligations under paras. 1 to 3 remain in place as long as personal data is within the Provider’s sphere of influence, including beyond the end of the contract.
14.5 The Customer is responsible for the content entered as part of the use of the application and will regularly create its own backup copies in order to enable reconstruction in the event of loss of data and information.
15 Confidentiality
15.1 The Parties mutually undertake to treat all knowledge of business secrets and other confidential information of the other Party obtained within the contractual relationship with the utmost discretion and to use it exclusively for the purposes of performing the agreement.
15.2 This obligation continues beyond the end of the contract for an indefinite period.
15.3 The confidentiality obligation does not apply to information that (i) is generally known, (ii) was lawfully obtained without confidentiality obligations, or (iii) must be disclosed due to statutory obligations.
16 Liability
16.1 The Parties are liable to each other without limitation in cases of intent or gross negligence for all damages caused by them as well as by their legal representatives or agents.
16.2 The Provider is liable, limited to compensation for the contractually typical, foreseeable damage, for such damages that are based on a slightly negligent breach of essential contractual obligations by the Provider or one of its legal representatives or agents.
16.3 The Provider’s liability under the Product Liability Act remains unaffected.
17 Third-Party Rights
17.1 The Provider warrants that Rillsoft Cloud and Rillsoft Project are free from third-party industrial property rights and copyrights.
17.2 The Customer undertakes to notify the Provider in writing or by email without delay if claims are asserted against it for infringement of such rights by third parties.
17.3 The Provider is not liable for infringement of third-party rights by the Customer insofar as such infringement results from exceeding the usage rights granted under this contract. In this case, the Customer shall indemnify the Provider at first demand against all third-party claims.
18 Conclusion of Contract, Contract Amendments, Conclusion of the Agreement, Start of the Agreement, Term, Termination
18.1 Offers by the Provider are non-binding unless expressly designated as binding. The contract is concluded online via the Rillsoft Cloud website https://www.rillsoft.de or via other communication channels. By clicking the “Order with obligation to pay” button or via other communication channels, the Customer submits the order.
18.2 The contract is concluded and the contractual relationship begins upon acceptance of the Customer’s order by the Provider via order confirmation or by provision/activation.
18.3 The contract has a minimum term as specified in the contract and is not ordinarily terminable until that time.
18.4 The contractual relationship is extended by further periods of the originally defined term unless it is terminated by one of the Parties at the end of the minimum term or the respective renewal period.
A different notice period can be agreed between the Parties in writing.
18.5 The right to terminate for good cause remains unaffected for the Parties.
19 Duties Upon and After Termination of the Contract
19.1 Upon termination of the contractual relationship, all rights of the Customer to use the application expire.
19.2 The Provider will generally delete the Customer’s Application Data 30 days after termination of the contractual relationship; this is subject to deviating provisions in the data processing agreement (DPA) and the privacy policy as well as statutory retention and documentation obligations.
19.3 The Customer is responsible for backing up all Application Data or personal data until that time.
20 Force Majeure
Delays in performance due to force majeure, including events that substantially impede or make impossible the Provider's performance under this contract, such as in particular strikes, lockouts, official orders, the failure of or disruptions in the area of communication networks and gateways of other operators, insofar as the Provider is not at fault for these events, are not the responsibility of the Provider.
The Provider is entitled to postpone or interrupt the services for the duration of the impediment.
21 Applicable Law, Final Provisions, Place of Jurisdiction
21.1 All agreements, side agreements and assurances as well as subsequent amendments and supplements to the agreement and/or these conditions require a corresponding agreement between the Parties.
21.2 If a provision of the contract and/or these GTC is or becomes invalid or if these are incomplete, the agreement shall not be affected in all other respects; the remaining provisions of the contract remain in force.
In such a case and in the event of gaps that the Parties did not foresee, the Parties will agree on a provision that best corresponds to the sense and purpose of the agreement and these conditions and comes closest to the invalid provision.
21.3 The contract and these conditions are governed by the law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
21.4 Place of performance and exclusive place of jurisdiction for all disputes arising out of or in connection with the agreement and/or these conditions is, insofar as legally permissible, Leonberg, Federal Republic of Germany.