Updated January 2022
1.1 Loxonet GmbH (hereinafter: Loxonet) offers a web-based social intranet/employee app) (hereinafter: software) on the “Loxonet” website (hereinafter: Loxonet) for small and medium-sized companies, in particular for internal communication
1.2 The following general terms and conditions (hereinafter: GTC) apply to all usage contracts (hereinafter referred to as "contracts") between Loxonet and customers who are not consumers within the meaning of § 13 BGB or other relevant legal provisions, via the platform "Loxonet" to be closed.
1.3 Deviating terms and conditions of the customer do not apply to contracts, unless Loxonet expressly agrees to their application in writing.
2.1 The offer made available on Loxonet to use the web-based software designated and described there does not constitute a binding offer by Loxonet.
2.2 The use of the Loxonet software requires the creation of a customer account (hereinafter: account). To create the account, the required data must be entered and a password set. By confirming the creation of the account, the customer first makes a binding offer to conclude a contract for the free use of the software for test purposes. Loxonet can accept this offer by setting up and granting access to the account or by sending a message to the specified email address with the access data for the account set up. The postal route is also permitted for the delivery of the access data.
2.3 By concluding a contract for free use in accordance with Section 2.2, Loxonet grants the customer the right to use the software for 14 days after granting access to the software or notification of the access data by Loxonet for test purposes only (test period). Each customer is only entitled to one test period. However, the test period can be extended upon request from Loxonet. Whether the test period is extended is entirely at the discretion of Loxonet. After the trial period has expired, the customer's account will be blocked. There is no automatic conversion to a contract for the use of the software that is subject to a fee.
2.4 After the end of the test period according to Section 2.3, the customer has the option of concluding a fee-based contract for the use of the software with Loxonet. The customer can choose between the offered software versions (“Basic”, “Business”, “Premium”).
2.5 For the preparation of an offer and the conclusion of a contract with monthly billing, the contract is concluded in the account itself. To do this, the customer must select the appropriate version and confirm his selection. Then, in addition to the company name and billing address, SEPA direct debit mandate data must also be entered. By confirming and sending this information, the customer concludes a contract for the paid use of the software with monthly billing with Loxonet.
2.6 For the conclusion of a contract for the paid use of the software with annual billing, the Loxonet sales team will prepare a corresponding offer in written or text form on request, which the customer must confirm in text form, in writing or verbally, but at the latest by paying the invoice. Is accepted.
3.1 For the term of a contract, Loxonet provides the customer with access to the version of the software offered on Loxonet and selected by the customer as Software-as-a-Service (hereinafter: SaaS) via the Internet. The range of functions of the booked software version, including any additional functionalities, can be found in the description on the Loxonet website under the headings "Prices" and "Functions". Other services (e.g. personal introduction on site) are not the subject of a contract for the (paid) use of the software. Such additional services can be provided by Loxonet on the basis of a separate offer.
Additional functionalities, the scope of use of which is not limited, may only be used to an appropriate extent ("fair use"), in particular to ensure the functionality and cost-effectiveness of the provision for all customers. In case of doubt, there is inappropriate use if an unreasonable number of emails are sent or the storage space is exceeded by a factor of 2,5. Unsuitable use is also inappropriate, ie if the additional functionality is not used in relation to the functionality of the software. Loxonet reserves the right to restrict the use of the additional functionality by the customer in the event of a violation of the fair use principle after Loxonet has informed the customer of this. If quotas are provided for additional functionalities, these remain in place even if the software version is changed. Unused quotas cannot be carried over to the next billing period.
3.3 The software enables data to be exchanged with third-party systems (“third-party system”) via interfaces (“integrations”). An overview and description of all available functions ("marketplace") can be found on the Loxonet website, whereby the availability for the customer may depend on the software version and add-ons booked by the customer. Loxonet reserves the right to change the range of integrations, especially if the third-party provider adjusts or discontinues the integration. Insofar as integrations are not marked as such by Loxonet ("Loxonet integration"), these are integrations that are provided by third parties and are the sole responsibility of them ("partner integration"). The scope of services and the steps necessary for the setup result from the marketplace and for partner integrations primarily from the description on the website of the third-party provider. Functions may only be used for the intended data exchange with the explicitly provided third-party system.
3.5 The customer can switch between the versions of the software offered and the maximum storage capacity that can be managed by a version at any time with effect from the time Loxonet changes the customer access. The resulting remuneration is based on Sections 7.7 and 7.8 of these General Terms and Conditions.
3.6 Customers with a contract for the paid use of the software with monthly billing can make this change to the version directly in their account. Customers with a paid contract to use the software with annual billing must contact Loxonet customer support (firstname.lastname@example.org or +49 (0) 40 226373770) to change the version. If the customer switches to a version with a larger range of features or to a version with a larger number of employees to be managed during a current billing period, the customer can use the additional functions of the software or a larger number from the time the account is switched by Loxonet manage employees. If the customer switches to a version with a lower range of features or with a smaller number of employees to be managed, the customer can only use the reduced functions of the software or a lower number of employees from the time Loxonet changes the customer access.
4.1 Loxonet guarantees 99% availability of the software provided as SaaS on an annual average. Excluded from this are times when the server cannot be reached due to other technical problems that are beyond Loxonet's control (in particular force majeure, fault of third parties). Also excluded are planned maintenance work (e.g. software updates) that are either outside normal business hours from Monday to Friday (taking into account the public holidays at the Hamburg location) between 9:00 a.m. and 18:00 p.m., or that are announced in advance in accordance with Section 4.2 became.
4.2 Loxonet is entitled to interrupt the availability of the software for maintenance purposes and as a result of other technical requirements. As far as possible, maintenance work is carried out outside normal business hours from Monday to Friday (taking into account the public holidays at the Hamburg location) between 9:00 a.m. and 18:00 p.m. If a maintenance measure leads to an interruption in the use of the software of more than 30 minutes within normal business hours from Monday to Friday (taking into account the public holidays at the Hamburg location) between 9:00 a.m. and 18:00 p.m., Loxonet will terminate this maintenance work by email - Announce mail. The announcement is made at least 24 hours in advance. At the customer's request, the announced maintenance work can be postponed, provided that Loxonet is responsible for this for technical and economic reasons.
4.3 System availability disruptions must be reported by the customer immediately after they become known. Loxonet will endeavor to report system availability disruptions that lead to a total failure of the software and which are received within the support hours (Monday to Thursday between 9:00 a.m. and 18:00 p.m. and Friday between 9:00 a.m. and 17:00 p.m., taking public holidays into account). at the Hamburg location) to ensure a response time of four hours for the start of troubleshooting. In the case of minor errors that do not lead to a total failure of the software and occur during ongoing operation, Loxonet will endeavor to respond no later than one working day after receipt of the error message.
4.4 In the case of fault reports that are received outside of support hours, the fault clearance begins on the following working day. Delays in fault clearance for which the customer is responsible (e.g. due to the unavailability of a contact person on the customer side or late reporting of the fault) are not counted towards the fault clearance time.
5.1 The following cooperation services are the main service obligations of the customer and are not to be classified solely as secondary obligations or obligations.
5.2 The customer is obliged to check the functionalities and general condition of the software during the test period in accordance with Sections 2.2 and 2.3 and to notify Loxonet of any defects or other deviations from the requirements for the condition before concluding a contract for the paid use of the software . The customer cannot appeal to Loxonet for defects or other deviations from the quality requirements that were already known or existed during the test period but were not reported to Loxonet before the conclusion of a contract for the paid use of the software.
5.3 The customer is obliged to provide a qualified contact person and deputy who is entitled to make all necessary decisions or to bring them about immediately that are necessary for the provision of the contractually agreed service. The customer is obligated to report changes to the contact person (including deputy) immediately.
5.4 The customer is solely responsible for the content and data processed with the software. The customer hereby undertakes to use the Loxonet software only in accordance with the contract and within the framework of the applicable legal provisions and not to infringe any third-party rights when using it. The customer will inform Loxonet immediately, if possible in writing, about:
a) the misuse or suspicion of misuse of the contractually agreed service;
b) a threat or suspicion of a threat to compliance with data protection or data security that occurs in the course of providing the contractually agreed service;
c) a threat or suspected threat to the service provided by Loxonet, e.g. loss of access data or hacker attack.
5.5 The customer is obliged to ensure the technical requirements themselves.
a) The connection to the Internet with sufficient bandwidth and latency is the responsibility of the customer.
c) The customer is responsible for taking state-of-the-art IT security measures within their own organization and for their employees. This includes, but is not limited to, the installation and regular updating of common antivirus software on the laptops, computers or other mobile devices of the customer's employees, ensuring the assignment and regular updating of secure passwords in accordance with the BSI IT basic protection or other equivalent, recognized security standards for the Loxonet account and for the laptops, computers or other mobile devices of the employees or the use of appropriate mechanisms such as 2-factor authentication, automatic inactivity lock, firewall, etc.
d) The customer is also obliged to keep the identification and authentication data assigned to its users as well as access data for interfaces secret, which also means, for example, the organizational and, if necessary, technical ban on passing on passwords and the ban on the use of so-called "shared accounts". , To take care. The ban on the use of "shared accounts" refers to the Loxonet account.
e) In addition, the customer must ensure the security of the Internet connection used, i.e. in particular the use of company-owned instead of public Virtual Private Networks (VPN) and ensuring the use of VPN connections in public networks.
5.6 The customer is responsible for the technical setup and administration of the account. This applies regardless of whether Loxonet supports the customer in setting up the account in whatever form. These include in particular:
a) the technical setup of the account, in particular migration of data, configuration of processes and products;
b) the technical setup of integrations in the Loxonet account and in the third-party system, e.g. determining whether certain data fields should be transferred and how customer-specific values from multiple selection fields should be assigned;
c) checking the correctness of the function of the integration using test cases (e.g. regarding the text length of free text fields) before productive use;
d) the technical connection of interfaces on the part of the customer according to the specification for incoming and outgoing data, including the entry of API keys and the activation of interfaces in the third-party system;
e) the administration of the account, in particular the creation of users and roles and the assignment of access to the account.
5.7 The customer is obliged to inform Loxonet immediately in text form of any service disruptions (defects in services, lack of availability) and to provide comprehensible information on any service disruptions that occur. The customer will support Loxonet to a reasonable extent in identifying and rectifying errors in the event of service disruptions. Loxonet is entitled to temporarily show the customer possible workarounds and to eliminate the actual cause later by adjusting the Loxonet software, provided this is reasonable for the customer.
6.1 Loxonet grants the customer a non-exclusive, simple, non-transferable right to use the booked software that is limited to the term of the contract. The provisions of the respective provider apply to the rights of use for third-party systems and partner integrations.
7.1 The prices stated at the time of the order apply, as shown on the Loxonet website. The prices there are monthly net prices in euros and do not include the statutory sales tax at the applicable statutory rate, if applicable. The amount of the monthly payment for the use of the software can be based on the following factors ("order parameters") and is indicated accordingly during the ordering process:
a) the selected package size
b) the selected version of the software (Basic, Business, Premium), also referred to as "Plan" or "Package",
c) any paid additional functionalities ordered (if not already included),
d) any paid Loxonet adjustments that may have been ordered.
7.2 The customer has the choice between monthly and annual billing. All payments are due in advance upon invoicing.
7.3 In the case of monthly billing, the billing period begins on the day on which a contract for the paid use of the software via the account is concluded and ends after three months have elapsed. Payments for contracts for the paid use of the software with monthly billing are made monthly in advance by SEPA direct debit. The specified bank account will be debited on the due date. When paying by SEPA direct debit, Loxonet reserves the right to check the validity of the bank details provided and to check the address details. If there is an important reason, Loxonet is entitled to refuse the account details entered as a means of payment. In the case of monthly billing, the customer will be provided with an invoice from Loxonet in electronic form in his profile for retrieval and sent by e-mail.
7.4 In the case of annual billing, the billing period begins on the day the account is activated and ends after one year. The invoice amount results from the 12-fold monthly payment for the ordered software (section 7.1), minus the discount noted on the Loxonet website for annual advance payments. Loxonet initially activates customer access for one year according to the service period agreed with the customer and stated on the invoice. Payments for contracts for the paid use of the software with annual billing are usually made annually in advance by bank transfer. In the case of annual billing, the customer will be sent an electronic invoice for 12 months by email. The payment target for the transfer is two weeks from the invoice date.
7.5 In the event of a returned direct debit (in particular if there are insufficient funds in the account, because the account has expired, an unjustified objection by the account holder or incorrect entry of the account data), the customer authorizes Loxonet to submit the direct debit for the payment obligation that is due again. In such a case, the customer is obliged to pay the costs incurred by the returned direct debit. Further claims are reserved.
7.6 If the price increases in the monthly billing due to a change in the order parameters (section 7.1), Loxonet will invoice the difference between the advance payment already made and the changed price by the end of the billing month, either immediately or with the following bill for the next billing month . If, in the case of monthly billing, the price decreases during the billing period due to a change in the order parameters (section 7.1), the customer is not entitled to a (pro rata) refund of the advance payment already made.
7.7 If the price increases with annual billing due to changes in the order parameters (section 7.1), Loxonet will also provide the difference between the advance payment already made or the amount already invoiced and the amount based on the changed price up to the end of the annual term invoiced (to the day). If, in the case of annual billing, the price is reduced due to a change in the order parameters (section 7.1), the customer is not entitled to a (pro rata) refund of the advance payment already made.
7.8 If the customer is in default and no payment has been made after the expiry of a period of one calendar week after the due date, Loxonet is entitled to block the customer's access to the software immediately. Loxonet will notify the customer of this blocking in advance, setting an additional deadline of one calendar week. In this case, the customer remains obliged to continue to pay the agreed remuneration plus any default interest. Any damage caused to the customer by the blocking for this reason cannot be asserted against Loxonet. In addition, Loxonet has no right to block access to the software. Furthermore, in the event of default, the statutory provisions of §§ 286, 288 BGB or other corresponding relevant statutory provisions shall apply.
8.1 As soon as the customer has received his access data, a free 14-day test phase begins (see sections 2.2 and 2.3). After the end of this 14-day test phase, the term is not automatically extended. After the end of the test phase, the customer can decide whether he would like to conclude a contract for the use of the software, which is subject to a fee.
8.2 Contracts for the paid use of the software with monthly billing have a minimum term of three months. After the minimum term has expired, the contract is extended indefinitely. The contractual partner has a notice period of three months. The cancellation must be received by Loxonet in writing by the third working day of the month at the latest, so that the contract ends at the end of the month after next.
8.3 Contracts for the paid use of the software with annual billing have a minimum term of one year. After the minimum term has expired, the contract is extended by extension periods of one year each, unless the customer gives notice of three months before the start of an extension period. For the extension of the contracts for the paid use of the software with annual billing, Loxonet will provide the customer with a new annual bill for transfer at the latest at the beginning of the new extension period.
8.4 Loxonet has the right to terminate contracts for the paid use of the software with monthly billing with a notice period of two weeks and contracts for the paid use of the software with annual billing with a notice period of three months to the end of the respective billing period.
8.5 The right of both contractual partners to terminate the contract for important reasons remains unaffected.
8.6 Notice of termination must be given in text form. The customer's account will be blocked when the termination takes effect.
9.1 Legal liability for paid service provision. In the case of paid service provision, Loxonet is liable in accordance with the statutory provisions for damage resulting from injury to life, limb or health, as well as for other damage based on an intentional or grossly negligent breach of duty or fraudulent intent. In addition, Loxonet is liable in contracts for the paid use of the software in accordance with the statutory provisions for damages that are covered by liability under mandatory statutory provisions, such as in the case of the assumption of guarantees, fraudulent concealment of a defect or under the Product Liability Act. Guarantees by Loxonet are only given in writing and in case of doubt are only to be interpreted as such if they are referred to as a "guarantee".
9.2 Limitation of Liability for Paid Service Provision. In the event of slight negligence, Loxonet is only liable for damage caused by Loxonet and attributable to such material breaches of duty that jeopardize the achievement of the purpose of this contract, or to the breach of duties, the fulfillment of which requires the proper execution of the contract only made possible and on which the customer may rely (so-called breaches of cardinal obligations). In these cases, Loxonet's liability is limited to the foreseeable damage that is typical for the contract. Liability for the slightly negligent breach of obligations that are not cardinal obligations (see Section 9.2 Sentence 1) is excluded, unless Loxonet is liable by law (see Section 9.1 Sentence 2).
9.3 Liability in the case of free service provision. If the service is provided free of charge (e.g. within the test period), Loxonet is only liable for damage caused by intent, gross negligence and fraudulent intent. This limitation of liability does not apply to damage resulting from injury to life, limb or health, for which Loxonet is fully liable.
9.4 Claims against third parties. The limitations of liability in Sections 9.1 to 9.3 also apply to claims against managers, employees, other vicarious agents or subcontractors of Loxonet.
10.1 Loxonet collects and uses the customer's personal data only within the framework of the applicable legal provisions. To this end, the contractual partners conclude an agreement to the extent required by the applicable provisions.
10.2 Neither contracting party is entitled to transmit confidential information of the other contracting party to third parties without express consent (at least in text form). This applies both to customers with contracts for free and for paid use. All information, whether fixed in writing or communicated verbally, which (i) by its nature is considered confidential or subject to secrecy or (ii) which the contractual partner to whom the information is transmitted is classified as confidential or subject to secrecy due to the external circumstances of the transmission must recognize. Confidential information includes in particular product descriptions and specifications as well as prices. Both contractual partners undertake to use confidential information only for contractually agreed purposes. Both contractual partners take at least the same precautionary measures that they also take with regard to their own confidential information. Such precautions must at least be reasonable to prevent disclosure to unauthorized third parties. Both contractual partners are also obliged to prevent the unauthorized disclosure or use of confidential information by their customers, employees, subcontractors or legal representatives. The contractual partners will inform each other in writing if confidential information is misused. Information that (i) was already known to the other contracting party prior to transmission and without an existing non-disclosure agreement, (ii) is transmitted by a third party who is not subject to a comparable confidentiality agreement, (iii) is otherwise publicly known, ( iv) was developed independently and without using the confidential information, (v) has been released in writing for publication or (vi) must be transmitted due to a court or official order, provided that the contractual partner affected by the transmission is informed in good time so that legal protection measures can still be taken to initiate. The obligation of confidentiality also applies beyond the duration of the contract up to twelve months after the effective termination date of the contract.
11.1 Loxonet has the right to change these General Terms and Conditions at any time or to add regulations for the use of any newly introduced additional services or functions of the software. The customer will be notified of the changes and additions to the General Terms and Conditions by e-mail to the e-mail address provided no later than four weeks before they are planned to come into effect. The customer's consent to the change in the General Terms and Conditions shall be deemed to have been granted if the customer does not object to the change in text form (e.g. letter, fax, e-mail) within a period of two weeks, starting on the day following the announcement of the change . Loxonet undertakes to separately point out the possibility of objection, the deadline for the objection, the text form requirement and the meaning or consequences of not objecting in the change notification.
11.2 Loxonet reserves the right to change the software or to offer different functionalities, unless changes and deviations are not reasonable for the customer. If the provision of a modified version of the software or a change in the functionalities of the software is accompanied by a significant change in the customer's workflows supported by the software and/or restrictions in the usability of previously generated data, Loxonet will notify the customer of this no later than four weeks before it takes effect announce such a change in text form. If the customer does not object to the change in text form within a period of two weeks from receipt of the change notification, the change becomes part of the contract. Whenever changes are announced, Loxonet will draw the customer's attention to the aforementioned deadline and the legal consequences of its expiry if the option to object is not exercised.
11.3 Loxonet also reserves the right to change the software or to offer different functionalities,
a) insofar as this is necessary to ensure that the services offered by Loxonet comply with the law applicable to these services, in particular if the legal situation changes;
b) insofar as Loxonet thereby complies with a court or official decision addressed to Loxonet;
c) to the extent necessary to eliminate security gaps in the software;
d) because the services or contractual conditions of third-party providers (e.g. in the case of integrations) or subcontractors (e.g. in the case of additional functionalities) change significantly, or
e) insofar as this is predominantly advantageous for the customer.
11.4 In particular, Loxonet reserves the right to restrict or terminate the provision of additional functionalities or integrations if the technical partners of the additional functionalities or the providers of the third-party systems significantly restrict or change their services or service conditions and Loxonet can therefore no longer be expected to continue providing them is, e.g. because the additional effort caused by Loxonet is disproportionately large. In this case, if billed annually, the customer will receive a reasonable pro rata refund of upfront fees if the additional functionality or integration was billed separately.
11.5 Loxonet is entitled to adjust the prices for the fee-based contractual services annually to compensate for personnel and other cost increases. Loxonet will inform the customer of these price adjustments and the effective date of the price adjustment in text form. The price adjustments do not apply to the periods for which the customer has already made payments. If the price increase is more than 5% of the previous price, the customer can object to this price increase with a period of two weeks from notification. A change in the price resulting from a change in the scope of features or the number of employees to be managed is not considered a price adjustment within the meaning of this clause 11.4.
11.6 If the customer objects to a change within the meaning of this clause 11 in due form and time, the contractual relationship will continue under the previous conditions. In this case, Loxonet reserves the right to terminate the contractual relationship extraordinarily with a notice period of one month.
11.7 Changes to these General Terms and Conditions must be made in text form. This also applies to the waiver of the text form itself.
12.1 If individual provisions of the General Terms and Conditions have not become part of the contract or are ineffective in whole or in part, the rest of the contract remains effective. Insofar as the provisions have not become part of the contract or are ineffective, the content of the contract is based on the statutory provisions.
12.2 The contractual relationship between the contracting parties is exclusively subject to the law of the Federal Republic of Germany, with the express exclusion of the UN Sales Convention. The exclusive place of jurisdiction for all disputes arising from and/or in connection with this contractual relationship between Loxonet and the customer is, to the extent legally permissible, the place of business of Loxonet.
12.3 For the conclusion of the contract, the customer has a version of the General Terms and Conditions available in German and English, which can be accessed on the Loxonet website. The German version valid at the time of conclusion of the contract is decisive for the conclusion of the contract for customers from the DACH region - Germany, Austria, Switzerland.