© These General Terms and Conditions of Business of the rdts ® AG (hereinafter referred to as „rdts“) are protected by copyright. (As of August 1, 2015)
§ 1 regulatory object
1) The object of this contract is to allow the temporary use of the technical system dataroomX ® over public data networks for a fee. DataroomX ® is a web-based, password-protected and encrypted collection of documents created for the purpose of due diligence (DD) by the company to be sold (data room). In this virtual data room, all the documents that the company to be sold will be made available to the purchasing company.
2) The „Technical System“ consists of a technical system, data banks and IT infrastructure, such as computers and storage media operated by the „dataroomX ® „. Details are given in the respective service description.
3) The services and individual contracts of the rdts are directed exclusively to entrepreneurs within the meaning of § 14 BGB.
§ 2 Contracts and definitions
1) Annex: Agreement for the processing of order data (issued by the customer).
2) Defense clause
The General Terms and Conditions of the rdts apply exclusively. General terms and conditions of the customer shall not become a contractual component.
A) „BaaS“ means „Backup as a Service“. Data, databases and programs of the customer are backed up by the rdts and the consistency of the data backup is checked. Details are given in the respective individual contracts.
(B) ‚data‘ means data which the ‚customer‘ stores with the ‚technical system‘.
C) „third party“ means any other person to whom rdt has not given any rights to use the „technical system“.
(D) „documentation“ means the operating instructions for the „technical system“. This is always made available to the customer as well as the „technical system“ on the server of the rdts online in the protected customer area.
(E) „individual contract“ means the individual contract, also called order or individual contract.
(F) „customer“ means the respective user of the „technical system“, which may either leave the „technical system“ to his or her authorized employees for use.
(G) ’nodal point‘ means the transfer point from the respective computer center to data networks which are not legally assigned to the rdts, such as, in particular, the Internet.
H) „Technical System“ is the technical system dataroomX ® , which is left to the customer for a limited period of time. Details can be found in the description of the services or in the respective individual contract.
(I) „availability“ means the availability of the „technical system“ at the „node“, scaled to the current availability per month, minus the agreed interruptions, in particular the „maintenance window“.
J) „Common browsers“ are the current versions of commercial browsers (Mozilla, Firefox, Safari, Chrome, Opera, Internet Explorer 10+). Windows XP is excluded from use.
§ 3 Conclusion
The contract also comes into effect in the electronic business via the shop system. The offered offers represent a non-committal invitation to the submission of an offer by the customer order, which can then be accepted by the supplier. The order process for the contract includes the following steps in the shop system:
- Enter the data that can be found at URL https://www.dataroom-x.de/datenraum-bestellen/
- By clicking on the button, the „customer“ makes a legally binding statement, which is rated as an offer by the rdts.
- The rdts then sends a confirmation mail confirming that the order has been received and confirms the conclusion of the contract.
The contract is concluded by sending the order confirmation.
§ 4 Special rules for the test access for the system dataroomX ®
1) The following provisions of Sections 8 to 10 shall not apply to the free transfer of the „technical system“ dataroomX ® .
2) In lieu of this, the statutory provisions on lending shall apply. A guarantee is not accepted. The customer is responsible for the independent data backup of the „data“ which he stores in the technical system.
3) The purpose of the transfer of the „technical system“ during the test phase is that the customer can be convinced by the quality of the technical system. The „technical system“ may not be used expressly for commercial purposes and / or be left to third parties for commercial purposes.
4) The duration of the transfer of the „technical system“ is derived from the respective „individual contract“ and can be extended by the rdts at any time or, in the case of the suspected misuse, also be revoked ad hoc.
§ 5 Renting the „dataroomX ® „
1) rdts renders to the customer, for the duration of this contract, the „technical system“ dataroomX ® , with the individual contract, in the version provided by the rdts. Rdts owes only the surrender of the functions and characteristics of the „technical system“ resulting from the performance description and the adaptation of this system to the respective state of the art. The manufacture of the „technical system“ is not owed to the needs of the customer.
2) The „documentation“ for the „Technical System“ is available online. If the use of the „technical system“ changes, rdts provides the customer with updated documentation online in the protected customer area.
3) The „technical system“ is left to the following contractual use: The customer may process his own data using the „technical system“. With the consent of the rdts, he is entitled to grant third parties rights to the „technical system“ for sub-letting or further sub-licensing.
4) The functional scope of the „technical system“ is derived from the performance description. The „technical system“ is accessible with all current browsers (Mozilla, Firefox, Safari, Chrome, Opera, Internet Explorer 10 or later). Windows XP is excluded from use.
5) The „software“ through which the „technical system“ is operated is constantly updated and developed for the duration of the contractual relationship. Access to the „Technical System“ is only guaranteed by means of the respectively released browser types and browser versions. Other types or releases may cause technical malfunctions, which may not be attributable to the rdts.
§ 6 SLA, „Availabilities“, Backup and „Maintenance Window“
For the „availability“, security and „maintenance windows“ of the „technical system“, the regulations of the performance description, which can be found under the URL https://www.dataroom-x.de/datenraum-preise. The „availability“ of the leased „technical system“ does not consist of downtime due to maintenance as well as periods during which the „technical system“ is due to technical or other problems not within the sphere of influence of the rdts (force majeure, ), Can not be reached via the Internet. If it is foreseeable that rupture times for maintenance take longer than three hours, rdts will inform the customer at least three days before the start of the respective work. „Availability“ always refers to monthly values, unless otherwise specified by the parties in detail.
§ 7 Obligations of the Customer
1) The obligations specified in the individual contract and its annexes are the main performance obligations. Insofar as the customer does not fulfill these obligations in accordance with the contract, rdts is not obliged to render the service and can, after prior warning, declare the termination of the contract without notice. Rdts shall not be in default as long as the customer does not provide the services to which it is responsible.
2) Should any disruption occur during the use of the „technical system“, the customer will promptly notify the latter of these faults. In any case, a customer’s fault message must contain the following information:
- Customer name,
- Current Contact and Accessibility
- Place of performance (street, number, postcode, town),
- Description of the malfunction (sporadic or permanent),
- Performance degradation.
3) The customer is obligated to transmit exclusively „data“ using and acknowledging the standards adopted according to the internet protocol TCP / IP. It may only use the interfaces or browsers that are standardly approved or specified by rdts. Deviations require written approval.
4) The customer is obliged to keep the access data provided to him secret from unauthorized third parties and to keep it safe from access by unauthorized third parties so that misuse of the data by third parties is impossible. The personal password must be changed at least once a year. Third parties who use the „technical system“ with the access data of the customer with his knowledge and willingness are not authorized to do so. If the customer violates this obligation, he is obliged to cease further infringement, to compensate for the damage incurred and to be incurred and to indemnify and indemnify the third party for damages and reimbursement of third parties caused by the breach. The obligation to release also includes the obligation to completely free up legal costs (legal and legal costs, etc.). Other claims of the rdts, in particular to the blocking of the contents and to the extraordinary termination remain unaffected.
5) The „Customer“ undertakes to use the „Technical System“ only to carry out M & A / Due Dilligence Transactions and not to use any pornographic or racist content or content that violates the applicable laws of the Federal Republic of Germany „Technical system“ and / or „make available to third parties“ using the „technical system“.
§ 8 Temporary blocking, reservation
1) rdts is entitled to temporarily interrupt the customer’s access to the „technical system“ if there is a reasonable suspicion that the customer stores or distributes illegal contents in the „technical system“ provided by rdts.
2) The suspension shall be revoked as soon as the suspicion is invalidated and / or a judicial and / or administrative decision is taken.
§ 9 Support / Hotline
The rdts provides the customer with a service hotline for the term of the respective „individual contract“. The support hotline is open Monday to Friday from 9:00 am – 5:00 pm. Within this period and on all public holidays, the alarm messages are recorded by an external hotline 24 hours and 7 days a week and forwarded to the respective administrator.
Phone +49 6131 2758045
§ 10 Compensation
1) The amount of the remuneration depends on the individual contract. The amounts stated are net values.
2) The cost of providing the customer by the customer, such as, in particular, the connection of the customer to data networks by (eg Deutsche Telekom or other carriers) are not part of this contract.
3) Current costs are valid from the moment of the retrieval of the „technical system“.
4) rdts reserves the right to exercise restraint rights against the customer in the case of payment arrears from the same contractual relationship. The customer is given a corresponding warning in the „technical system“ if rdts reserves the usability of the „technical system“ and makes the payment of the open items dependent. Alternatively, in the event of payment arrears, the customer may also be informed by telephone and / or post-office of the „technical system“ in case of non-payment of open items.
5) rdts is entitled to change the payment according to the condition that it notifies the customer in writing at the latest six weeks before the change takes effect. The customer hereby has an immediate right of termination, which becomes effective at the time of the price change. Rdts has expressly referred to this in the communication. If the customer does not use this within four weeks after receipt of the notification, the amendment shall be deemed approved.
6) The customer is also obliged to pay the usage fee which has been incurred by the authorized or unauthorized use of the access by third parties to the „technical system“, unless he is not responsible for the use. The customer is responsible for proving that he is not responsible for the use.
§ 11 „BaaS“
The regulations for works contracts shall apply, with the proviso that the acceptance will be replaced by the acceptance according to § 640 BGB. This means: the customer is informed by the rdts by e-mail or otherwise by text form that the rdts has created the data backup. It is the customer ’s responsibility to inform himself / herself within the time limits stipulated in a single individual contract whether the data backup has been properly prepared. If the customer does not make any complaints within the intervals specified in the individual contract, then the performance of the rdts is properly performed. Independent acceptance is only required if this has been agreed between the parties in the respective individual contract.
§ 12 Warranty
1) The rules for retrievability (in the place where the customer attempts to gain access to the technical system via Internet) are governed by the contract of service contract. A guarantee that the „technical system“ can be called up at any time at the seat of the customer or in other places is therefore not accepted.
2) For internal „availability“, i. The availability of the „technical system“ at the „node“ of the data center, where the „technical system“ is operated, the rdts assumes the warranty according to the following regulations:
A) The correction of defects is made at the option of the rdts first by free rework or replacement delivery.
B) A termination of the customer pursuant to § 543 para. 2 sentence 1 no. 1 BGB due to non-compliance of the contractual use is only permissible if the rdts sufficient opportunity to rectify the defect was given and this failed. Failure to rectify the defect shall only be deemed to be impossible if it is refused by the rdts or is delayed unreasonably if there are reasonable doubts as to the prospects of success or if the customer is unreasonable for other reasons.
C) The customer is not entitled to remedy defects himself and to demand compensation for the expenses necessary for this, provided that the requirements of § 69d UrhG are not fulfilled. The claims for compensation of the expenses become statute barred no later than six months after the termination of the lease.
D) The customer is obliged to report rdts‘ defects of the „technical system“ immediately (§ 536c BGB). In doing so, he shall take into account the provider’s information on the problem analysis within the framework of what is reasonably practicable, and shall pass on all the information necessary for the elimination of the defect to the provider.
E) Warranty claims expire 12 months from the date on which the customer was aware of the existence of a defect in the „technical system“ or from the time when the customer should have been aware of the circumstances of the defect without gross negligence. This does not apply in cases in which the customer wishes to claim compensation for damages due to injury to life, limb or health, and / or in cases where the customer wishes to assert that the defect is grossly negligent or deliberate And / or a breach of a guarantee.
§ 13 Liability
1) The liability for damages claims in general or the assertion of warranty claims arising as a result of a defect in the „technical system“ or another service provided by the rdts is limited to an amount of EUR 5,000 net.
2) The claims become statute barred 12 months from the moment when the customer has reported the existence of a defect or from the time when the customer would have to be informed and reported without gross negligence of the circumstances of the defect. These limitation periods shall not apply in cases in which the customer wishes to claim damages due to a breach of body, life or health due to the defect and / or in cases where the customer wishes to assert that the defect is grossly negligent or deliberate And / or a breach of a guarantee.
Section 14 Force Majeure
(1) If the rdts is prevented from fulfilling its obligations in the provision of the possibility of using the „technical system“ by the occurrence of unforeseeable, exceptional circumstances which can not be averted in spite of the diligence which is reasonable for it, eg in the case of operational disturbances or official interventions , Power supply difficulties, virus attacks or hacker attacks, strikes or lockouts, or that these circumstances occur in the area of the rdts or subcontractors, shall be prolonged if the performance is not finally impossible, the period for the provision of the service to an appropriate extent, But by a maximum of two weeks. If, even after the expiry of the above-mentioned period, a service is excluded because of the same incessant event of force majeure, this is considered to be impossible.
2) If, for the above-mentioned circumstances, the performance becomes impossible for more than two weeks, rdts will be released from their performance obligations. The right of the customer to terminate the contract / withdraw from the contract, if it would otherwise incur unreasonable disadvantages, remains unaffected.
§ 15 Granting rights to works of the customer
The customer grants to rdts the right, non-transferable and non-exclusive right, limited in time to the duration of the contract, to the intellectual property rights (copyright, trade mark rights) of the content (texts, pictures, data, databases, Etc.), for the purposes of this Agreement, on a sufficient number of backup copies for purposes of data backup, and to reproduce them in the framework which is indispensable for the fulfillment of the purpose of the Agreement and to make them available to members of the public via wireless or wired data networks .
Section 16 License Terms for „Technical System“
1) The customer is entitled to access and use the „technical system“ on the condition of the complete and unconditional payment of the amount specified in the individual contract or the respective rate to be paid. The right is limited in time for the duration of the respective „individual contract“. The number of simultaneous access and usage authorizations as well as the storage volume provided is determined by the respective „individual contract“.
2) Within the framework of the individual contract, the customer shall have the non-exclusive right to use the „technical system“, which is provided to him, for the intended execution of the application for his own use within the scope of his business operation. „Third parties“ shall be allowed access to the „technical system“ only with the express consent of the rdts for commercial use. The rental of the „Technical System“ is prohibited.
3) The subject of these regulations is the „Technical System“ in the individual version, which is the current version at the time of conclusion of the contract. These rules apply to all versions of the „Technical System“, including full versions, upgrades and updates.
Section 17 Termination and Termination
1) The starting and the duration of the contract as well as the regulation of ordinary opportunities for termination of employment arise from the individual contract.
2) The right of each contracting party to terminate the contract extraordinarily and without notice for an important reason shall remain unaffected. An important reason for rdts is in particular in each case, in which
A) the customer is in default for two consecutive appointments with the payment of the agreed remuneration of the „technical system“, or the customer is in arrears with the payment of the remuneration in the amount of an amount in a period extending over more than two dates Which corresponds to the remuneration for two months;
B) the customer is insolvent or insolvency proceedings have been opened over his assets or the insolvency proceedings have been rejected for lack of funds; However, upon request for opening insolvency proceedings against the customer’s assets, rdts may not terminate the contract due to a delay in the payment of the remuneration received during the period preceding the application for admission or because of a deterioration in the customer’s financial circumstances;
C) the customer violates essential contractual obligations, in particular the contractual obligation to observe the right to use the contractual services of the rdts and does not stop this infringement immediately after warning or notification of the blocking of the contents by the rdts.
§ 18 Privacy
1) The customer agrees that rdts collects, processes and uses the necessary data on the basis of the statutory provisions.
2) For the handling of the contract, rdts may collect, process and use the necessary personal data (inventory data). This includes the name, address and telephone number of the customer or its end customers, as well as the account details required for the participation in the direct debit procedure.
3) The customer is always entitled to receive information on the scope and content of the personal data he has stored.
4) If, within the scope of carrying out maintenance and inspection work, it is possible for rdts to come into contact with personal data from employees or customers of the customer, or a different situation exists which can lead to a situation according to § 11 para 2 BDSG, In 2011, the regulations of the investment ADV apply to the individual contract.
Section 19 Secrecy
1) The contractual relationship between the parties is based on mutual trust. The Parties mutually assure each other that during the term of this Agreement and two years thereafter, they will have been informed of all information, documents and data which have been brought to their attention by the other Contracting Party or as part of the cooperation, Secret „(“ Confidential Information „), as confidential secrecy entrusted to them, and not to pass it on to third parties or to recycle it. This does not apply as long as and insofar as this information, documents and data
(A) the parties were previously known without obligation to maintain secrecy;
(B) are known or become generally known without the responsibility of either party, or
(C) one of the parties is legally notified or left to a third party without a duty of secrecy, or has been released in writing by the transferor;
(D) be disclosed in accordance with legal or administrative provisions or a decision which can not be challenged by the court if the disclosure is immediately disclosed to the disclosing party and the scope of the disclosure is restricted as far as possible.
2) Upon request, both parties shall irrevocably delete or return all Confidential Information to the other Contracting Party. Upon request of a contracting party the cancellation shall be confirmed in writing. The obligations under this section on secrecy and data protection shall continue to exist even after the termination of this framework contract or the complete implementation of the contract.
3) These provisions apply in full to all employees of rdts.
Section 20 General
1) Should a provision of the framework agreement or the respective supplementary agreements of the contract be or become invalid, the effectiveness of the other regulations shall not be affected thereby.
2) All agreements, which include a modification, supplementation or concretisation of a contract component, as well as special guarantee commitments and agreements, must be submitted in writing. If declarations of the aforesaid nature are made by rdts or assistants, they are only binding for rdts if the management of the rdts gives their written consent.
3) The customer may only assign rights and claims from this contract to third parties with the prior written consent of the rdts. rdts is entitled to the contract as a whole or individual services on companies associated with it i.S.d. Section 15 AktG.
4) The parties agree on the application of the law of the Federal Republic of Germany with regard to all legal relations arising from this contractual relationship.
5) Insofar as the customer is a merchant within the meaning of the Commercial Code, a legal person of public law or a public special fund, the place of jurisdiction of the rdts shall be the court of jurisdiction for all disputes arising in the course of the execution of this contractual relationship. rdts is also entitled, without prejudice to this, to bring an action before the court which is responsible for the seat of the customer.