§ 1 Applicability of General Terms and Conditions
(1) COMPREDICT GmbH, Birkenweg 14a, 64295 Darmstadt (“COMPREDICT” or “Licensor””) offers proprietary software solutions, in particular in the fields of automated data quality checking, data cleaning and data labeling for time series sensor data (“DataPilot Software””) for timely-limited use to its customers (“Licensees””).
(2) These DataPilot General Terms shall together with the individual order between the Licensor and the Licensee which specifies e.g. contractual prices, contractual periods etc. (“Order Form””) form the contractual relationship between COMPREDICT and the Licensee. Order Form and DataPilot General Terms including any attachments and further documentation mentioned therein are jointly referred to as the “SaaS Agreement””. COMPREDICT grants Licensee a limited time access to its Software based on and subject to the SaaS Agreement.
(3) The DataPilot General Terms shall apply to all agreements between Licensee and Licensor related to the DataPilot Software.
(4) No general terms of Licensee – neither in whole nor in part – shall apply regarding the DataPilot Software. This shall also be applicable in case COMPREDICT delivers or grants access to the DataPilot Software and does not or not expressly contradict such general terms of Licensee. Licensee will be considered having accepted these DataPilot General Terms by using the DataPilot Software without expressly consenting to the DataPilot General Terms in case the DataPilot General Terms have been delivered or made available by COMPREDICT to the Licensee prior to provisioning the DataPilot Software.
§ 2 Purpose of Agreement
(1) COMPREDICT provides to Licensee the DataPilot Software as a service over the internet together with, as the case may be, data storage (“SaaS””). Further, COMPREDICT may provide additional software components or APIs as part of the DataPilot Software for integration into Licensee’s data workflows.
(2) COMPREDICT may use subcontractors for hosting. Requests for dedicated hosting solely by COMPREDICT may be granted at COMPREDICT’s discretion and may incur additional costs.
§ 3 Provisioning of Software
(1) COMPREDICT provides the DataPilot Software as a cloud-based service accessible via the internet. If installed on Licensee‘s infrastructure, Licensee is responsible for availability and performance.
(2) The specifications of the DataPilot Software are described in the cloud service description made for DataPilot Software on COMPREDICT’s website which is made available under “DataPilot Cloud Service Description”.
(3) COMPREDICT shall, subject to the technical possibilities, remedy any defects of DataPilot Software without undue delay. A defect shall be present in case DataPilot Software does not fulfil the specifications mentioned in the DataPilot Cloud Service Description.
(4) Further developments made for or to DataPilot Software shall be made at COMPREDICT’s sole discretion. There shall be no claim of Licensee to be provided with regular updates of DataPilot Software.
§ 4 Rights in Software
(1) COMPREDICT herewith grants to Licensee the non-exclusive, non-transferable right to use the DataPilot Software under the SaaS Agreement for the contractual term and the purpose of the SaaS Agreement as SaaS.
(2) If not specified in more detail within the SaaS Agreement, the licenses are granted as follows for the DataPilot Software containing all cloud services described in the DataPilot Cloud Service Description: (i) Starter; (ii) Professional; (iii) Enterprise
(3) The above-mentioned packages are subject to different contractual terms and prices and have limitations on the number of users as well as the amount of compute capacity and stored data as per the Price List which can be requested directly from COMPREDICT.
(4) All rights, title, and interest in the DataPilot Software, including all algorithms, models, and functionalities, remain exclusively with COMPREDICT. The Licensee shall unless expressly authorized in writing by COMPREDICT in particular not be entitled to amend, edit, modify, decompile, or reverse engineer the DataPilot Software.
§ 5 Granting of Storage Space and Computing of Data
(3) COMPREDICT provides storage and computing capacity as defined in the SaaS Agreement or service description.
(2) COMPREDICT shall during the term of the SaaS Agreement ensure that the Software Data are appropriately protected against loss of data.
(3) Licensee shall be the solely entitled owner of the created or stored Software Data and may at any time request return of particular or all Software Data. Upon termination of the Agreement COMPREDICT shall without undue delay return the Software Data to Licensee.
§ 6 Suspension / Impairment of Availability / Support
(1) Modifications and changes of SaaS as well as measures taken to identify or cure malfunctions of SaaS shall only be followed by a temporary suspension or impairment of SaaS if such suspension or impairment is necessary for technical reasons.
(2) Availability and support levels are defined in the Order Form or applicable Service Level Agreement.
§ 7 Licensee Obligations
(1) Licensee shall (i) protect access credentials, (ii) prevent unauthorised access, and (iii) ensure uploaded data is free of malware.
(2) The Licensee grants COMPREDICT the right to transfer and copy content stored in the allocated storage space to the extent necessary to provide the service, fulfil the Licensee’s requests, and ensure data security.
§ 8 Fees and Invoicing
(1) Fees are payable as set out in the SaaS Agreement and applicable price list, typically monthly in advance, plus applicable VAT.
(2) Unless the SaaS Agreement states otherwise, fees are due monthly in advance based on COMPREDICT’s price list in effect when the SaaS Agreement is concluded.
(3) The Licensee must object to invoices in writing within four weeks of receipt; otherwise, the invoice is deemed approved.
§ 9 Liability
(1) COMPREDICT’s liability is limited to typical and foreseeable damages and excludes indirect damages, except in cases of willful misconduct or mandatory law.
(2) The Licensee is liable for fees incurred due to access credentials being used by unauthorized third parties until the Licensee notifies COMPREDICT of loss or theft, unless the Licensee is not responsible for the loss or theft.
(3) COMPREDICT may immediately block or restrict access to the SaaS or storage to the extent it has reasonable grounds to believe the use is unlawful or infringes rights of COMPREDICT or third parties.
(4) COMPREDICT’s liability is limited to intent and gross negligence. For slight negligence, liability applies only to breaches of material obligations and is limited to foreseeable damages. Liability for injury to life, body, or health remains unaffected.
§ 10 Term and Termination
(1) Unless the SaaS Agreement (or the booked package) states otherwise, the initial term is one year. The agreement renews automatically for further one-year periods unless either party terminates with one month’s notice to the end of the then-current term.
(2) Termination for cause remains unaffected. COMPREDICT may terminate for cause in particular if the Licensee does not pay due fees after a reminder or materially breaches the SaaS Agreement or the platform usage terms.
§ 11 Data Protection and Confidentiality
(1) The Licensee is responsible for obtaining any consents required under applicable data protection law (e.g., BDSG and GDPR/DSGVO) for the processing of personal data in connection with the SaaS.
(2) Each party shall keep confidential any trade or business secrets and other confidential information learned in connection with negotiating or performing the SaaS Agreement, and shall use it only as necessary to perform the SaaS Agreement.
§ 12 Open-Source Software
(1) The DataPilot Software may include third-party licensed components, including open-source software (Open-Source Software). COMPREDICT may provide a list of Open-Source Software and required license terms in the SaaS Agreement and/or publish it on its website at https://compredict.ai/datapilot-open-source-disclosure. The Licensee agrees to comply with the applicable open-source license terms.
(2) COMPREDICT may update the list of Open-Source Software used in the DataPilot Software via the DataPilot platform during the term, provided the applicable license terms are similar in nature to those disclosed at contract start.
§ 13 Governing Law and Venue
(1) The SaaS Agreement and these DataPilot General Terms are governed by German law. The UN Convention on Contracts for the International Sale of Goods (CISG) does not apply.
(2) Exclusive venue for all disputes arising out of or in connection with the SaaS Agreement or these DataPilot General Terms is Darmstadt, Germany.
§ 14 No Set-Off
The Licensee may set off claims only if the claim is undisputed by COMPREDICT or has been confirmed by a final, binding court decision.
§ 15 Miscellaneous
(1) There are no side agreements. Amendments to the SaaS Agreement and these DataPilot General Terms must be made in writing. This also applies to any change of the written-form requirement.
(2) If any provision of the SaaS Agreement or these DataPilot General Terms is invalid or unenforceable, the remaining provisions remain effective. The invalid provision shall be replaced by a valid provision that comes closest to the economic intent. The same applies to contractual gaps.
(3) If there is a conflict between the Order Form and these DataPilot General Terms, the Order Form shall prevail.
