General Terms and Conditions for the injixo Online Service of InVision AG
Date: February 2020
1. The Service
injixo is an online service (referred to in this document as the “Service”) for workforce management in contact centres which we offer in different pricing plans (referred to in this document as the “Plan” or “Plans”). We constantly work on improvements and we make changes to the Service on a regular basis. What we deliver is always the most recent version. The Service is provided to you by InVision AG, Speditionstr. 5, 40221 Düsseldorf, Germany. By using the Service, you agree to the following terms and conditions.
2. Start and end of term
The contract begins when your order is placed and our Service is delivered. When placing the order, you indicate your chosen Plan and the date on which you would like the Service to start. In any case, billing will not begin until the Service is provided. The contract continues until it is terminated by either one of us. Contracts without an agreed minimum term can be terminated at any time by either of us without notice, in which case the Service continues until the end of the month and then stops. Contracts with an agreed minimum term can be terminated by either of us with a notice period of one month to the end of the term. Otherwise, the contract is automatically extended for another 12 months.
We work very hard to keep the Service live 24/7 and we aim to deliver availability of at least 99.5% based on the full calendar year. Availability is calculated as follows:
VF = [(VZ-AZ-NV) / (VZ-NV) * 100] ≥ 99.50%
VF = availability in %
VZ = defined availability time in minutes (total time)
AZ = total downtimes within the defined availability time
NV = total planned or non-attributable non-availability, which includes:
All downtimes of less than 15 minutes Scheduled maintenance work (we will notify you in advance) Non-availability based on force majeure (see section 10 below). This includes natural catastrophes, floods, fires, earthquakes, terrorist attacks, social unrest, strikes, sovereign actions, internet disruptions and illegal third-party attacks against the infrastructure on which the Service is based. If the provision of the Service begins or ends in the current calendar year, then the availability for the periods of time in the calendar year outside the contract term will be assessed at 100%.
4. Rights of Use
- During the term of the contract, you will have the non-exclusive right to use the Service for your own business purposes. If software components of the Service must be installed on your premises in order to use the Service, then your right of use will include these components.
- The disclosure of login credentials to third parties or the use of the same credentials by two or more persons is not permitted.
- The contract does not provide you with any ownership rights or rights of use that are permanent or extend beyond the term of the contract. We retain any and all rights to the Service, to the underlying software applications or to any of the software components of the Service that you have installed, whether in original or modified form.
5. New Versions
We are continuously upgrading the Service and are constantly making changes. New functionality may be added and existing functionality may be removed.
6. Your responsibilities
- Access to the Service by users in your organisation is your responsibility. E.g., you will provide the hardware and software for the clients necessary to access the Service and provide suitable Internet access. The handover point for the Service and all application data is the connection point of the Service to the public Internet.
- If software components must be installed on your premises in order to use the Service, then you will be responsible for making the required system environment ready for operation and for installing and configuring these software components.
- You are directly responsible for complying with any statutory duties of retention with regard to the data processed while using the Service.
- By using our online knowledgebase, you can find answers to your questions on a self-service basis.
- For reporting Service failures, a ticketing system is included in the Service. If this system is not available, then you can report faults via our general support lines.
- The scope of support may vary according to the selected Plan, as described on the pricing page of the injixo website.
8. Billing and Payment
Fees for the Service are as shown on the pricing page of the injixo website at the time of order.
We invoice you for the basic fee of your chosen Plan, plus a fee for any active users that you create in excess of those included within the Plan.
2.1 The basic fee for your Plan is billed annually in advance.
2.2 We calculate the number of users based on the highest number of active users within the current calendar month. Every day, the Service counts the total number of active users in your account including all users that can be scheduled (such as agents) plus all users who are not scheduled but have login credentials (such as planners). Once the month is over, we charge the highest daily user count of the month less the number of users included in your chosen Plan.
Current and historical user counts can be tracked online in the Billing section of the Service.
All prices are net prices free of charges, to which the current statutory value added tax, applicable at the time of provision of our services, and any other taxes and duties which are levied on our services must be added.
We will send our invoices exclusively via email to the email address that you provided for that purpose on signup. You can change this at any time online in the Billing section of the Service.
Your payments must be remitted to the account shown on the invoice and made in a manner such that you cover any bank charges.
Service fees are immediately due for payment when the invoice is issued. If the invoice is not paid within 30 days, then you will automatically be in default, whether we send you a payment reminder or not.
If you are in default on some or all of one or more invoices, then we reserve the right to block your access to the Service until the outstanding amounts are fully paid. This suspension of the Service does not constitute a termination of the contract and we will provide notice by email before taking this step.
9. Limitation of Liability
- For death, bodily injury or health impairment, as well as for malicious intent and gross negligence, we are liable in accordance with the law.
If subsection 1 above does not apply, we assume liability as follows:
2.1 We will be liable up to EUR 250,000 for risks that are covered by our business liability insurance.
2.2 For uninsured claims, our liability shall be limited to an amount equivalent to one month’s Service fee. This is calculated from the average of the monthly Service fees over the last six months and applies regardless of the basis of the claim.
2.3 We accept no liability unless we have failed to carry out our essential contractual duties, i.e. those duties that enable us to properly deliver the Service and which you would generally be entitled to depend on us to carry out. We accept no liability for indirect and consequential damages.
10. Force Majeure
- Force majeure events (which are circumstances and events that cannot be prevented by exercising the standard of care that can reasonably be expected of business management, such as labour disputes and natural catastrophes) will suspend the contracting parties’ contractual obligations for the duration of the disruptions and to the extent of their effect.
- Both contracting parties agree to treat as strictly confidential any private information, e.g. secret know-how or internal operating procedures of the other party, of which they become aware either before or after the start of the contract. This relates especially to any non-public information regarding the Service, as well as your data that is processed by the Service.
- Employees of both contracting parties, who are involved in either using or delivering the Service, shall comply with the duty of confidentiality set out here. This also applies to employees working part-time, interns and subcontractors, etc.. Each party shall provide the other party with the respective non-disclosure agreements upon request. The duty of confidentiality continues to apply even after the contract ends.
- We are entitled to mention this contract for marketing purposes.
12. Data Protection
The contracting parties agree to comply with all applicable legislation on data protection and privacy. In connection with the provision of the Service, we will act as a data processor operating under your instruction. In this capacity, we will handle personal data. Our Data Processing Agreement (provided separately) sets out the rights and responsibilities of the contracting parties.
We are entitled to send Service-related messages to you and/or your users via the Service or as emails. The messages could involve, for example, maintenance notifications, messages about improving the Service or tips for using the Service.
- We reserve the right to delete any transaction data that are older than 36 months, even if the contractual relationship continues. Moreover, we will delete all data within 32 days of the end of the contract.
- The Service is provided exclusively on the basis of these terms and conditions. Your own terms and conditions that deviate from or add to these terms and conditions do not apply.
- We shall notify you in writing (e.g. email) of any modifications of, or supplements to, these terms and conditions. You may reject the modifications within six weeks. If you do not lodge an objection, then the modifications will be deemed approved by you and will become binding two months after the notification.
- German law governs exclusively. The provisions of “UN Sales Law” (Convention on Contracts for the International Sale of Goods – CISG) and any references to foreign laws and jurisdictions will not apply.
- The exclusive judicial forum and place of performance for all obligations under this contract is Düsseldorf, Germany.