§ 1 Scope
(1) These Terms and Conditions (T&C) apply to all contracts between smoox GmbH (hereinafter "Provider") and the Customer for use of the "CreativeRadar" platform, including the dashboard and browser extension (together the "Service").
(2) The Service is intended exclusively for businesses within the meaning of § 14 BGB, legal entities under public law and special public-law funds. Use by consumers is excluded.
(3) Deviating terms of the Customer shall not form part of the contract unless the Provider expressly agrees to their applicability in writing.
§ 2 Scope of Service
(1) The Provider makes available a Software-as-a-Service solution for capturing, quality-assuring and documenting real digital ad placements.
(2) The specific scope of services, number of users and any service levels are set out in the relevant order form or individual agreement.
(3) The Provider continuously develops the Service and is entitled to modify features provided the core benefit owed under the contract is maintained.
§ 3 Contract Formation & Registration
(1) The presentation of the Service does not constitute a binding offer. The contract is formed upon the Provider's acceptance of the order or activation of access.
(2) The Customer is obliged to provide accurate information during registration and to keep login credentials confidential.
§ 4 Usage Rights
(1) The Provider grants the Customer a simple, non-transferable, non-sublicensable right to use the Service to the agreed extent for the duration of the contract.
(2) The Customer may not reverse-engineer, reproduce or make the Service available to third parties, except where this is mandatory under applicable law.
§ 5 Customer Obligations
(1) The Customer shall use the Service – in particular the browser extension – only within the legally permissible scope and only for campaigns and environments for which the Customer is responsible or which it has commissioned.
(2) The Customer shall ensure that use by its employees complies with data protection and employment law and that any required information or co-determination obligations are fulfilled.
(3) The Customer shall indemnify the Provider against claims by third parties arising from use by the Customer that is contrary to the contract or unlawful.
§ 6 Availability
The Provider strives for high availability of the Service. Maintenance windows, force majeure and disruptions outside the Provider's control (e.g. third-party outages) shall not constitute a reduction in availability. Specific availability commitments apply only where expressly agreed in an SLA.
§ 7 Fees & Payment
(1) The prices individually agreed in the relevant order form or quotation apply, plus statutory VAT.
(2) Invoices are payable within the period stated on the invoice without deduction. Statutory provisions apply in the event of late payment.
§ 8 Term & Termination
(1) The contract runs for the term individually agreed in the order form. Renewal and notice periods are governed by the relevant agreement; in the absence of a provision, statutory rules apply.
(2) The right to extraordinary termination for good cause remains unaffected. Terminations must be in text form.
§ 9 Warranties
The Provider warrants that the Service substantially corresponds to the agreed service description. Immaterial deviations do not give rise to warranty claims. Otherwise the statutory provisions of tenancy law applicable to the temporary provision of software apply.
§ 10 Liability
(1) The Provider is liable without limitation in cases of intent and gross negligence, under the Product Liability Act, and for injury to life, body or health.
(2) In the event of slightly negligent breach of material contractual obligations (cardinal duties), liability is limited to the typical, foreseeable damage. Otherwise liability for slight negligence is excluded.
(3) Any liability amount is limited to the fees paid in the twelve months preceding the damaging event, to the extent permitted by law.
§ 11 Data Protection & Data Processing
To the extent that the Provider processes personal data on behalf of the Customer, the parties shall enter into a data processing agreement pursuant to Art. 28 GDPR (see DPA). Otherwise the Privacy Policy applies.
§ 12 Final Provisions
(1) The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods.
(2) The exclusive place of jurisdiction is – to the extent permissible – Krefeld.
(3) Should individual provisions be invalid, the validity of the remaining provisions shall remain unaffected.