1.
PREAMBLE
1.1.
taskzone AG (“TZAG”) operates the online platform “taskzone.com” (“taskzone”) via which tasks and projects can be coordinated between several users.
1.2.
User’s access to the internet is not part of this
usage relationship. User bears sole responsibility
for the functioning of its internet access,
including transfer methods and his own
computer. Equipment required from user and
other technical conditions are described in sec.
4.5.
1.3.
To use taskzone, users first have to register with taskzone.
1.4.
Users can either use taskzone free of charge
with a restricted range of features or use
services subject to a charge to enable additional
features.
2.
SUBJECT, CONCLUSION OF CONTRACT,
MODIFICATION OF CONTRACT
2.1.
These usage terms regulate the provision and
use of taskzone and are the basis of each use
by registered users.
2.2.
At registration/order, all relevant information is
shown to user for review before conclusion. User
has the possibility to correct entered information
by clicking the button “change”. User makes its
binding contract offer for the use of services
subject to a charge by clicking the button “order
with costs” at the end of the order process. When using the sponsoring feature, user makes a binding cost absorption declaration for the use of fee-based services by the selected other users. For the first selected other user, user’s declaration includes a binding offer to cover the cost for the agreed minimum number of other users. This binding declaration by user is submitted by clicking “Confirm” and then “Yes” in case of volume-based vouchers, or by clicking “Add” in case of personal vouchers.”
2.3.
The agreement on the use of taskzone,
regardless of whether the services are free of
charge or subject to a charge, is concluded with
acceptance of the user offer by TZAG. User will
immediately be provided with an electronic
confirmation of receipt of its offer. This
confirmation of receipt does not constitute a
binding acceptance. The confirmation of receipt
may be combined with the declaration of
acceptance. Insofar as acceptance is not explicitly declared, the user offer is accepted
with the first provision of each requested
service.
2.4.
Upon registration with taskzone, user accepts
these usage terms as part of the usage
relationship. These usage terms apply
exclusively to the usage relationship. Contract
terms of user are not part of this agreement,
even upon TZAG’s knowledge thereof, unless
TZAG explicitly consents to their validity in
written form. These usage terms are sent to
user in text form together with the confirmation
of receipt or the declaration of acceptance.
2.5.
Agreement may be concluded in the following
languages: German, English. In case of doubt or
discrepancies on the interpretation of provisions
of the agreement, the German version is solely
decisive.
2.6.
The usage terms in their currently valid version
are available at the website taskzone.com. User
has the opportunity to access selected
information on his agreement via its user
account. Apart from that, no storage of the
agreement text is made.
2.7.
TZAG may modify the usage terms with consent
of the user. Consent of the user is deemed to be
given if user receives the modified usage terms
together with the notification of modification in
text form and does not contradict the
modifications within four weeks after receipt of
the notification of modification. TZAG commits
to give user specific notice concerning the
consequences of an omitted objection together
with the notification of modification.
3.
INSTRUCTION ON RIGHT OF REVOCATION
3.1.
Insofar as user is a consumer, it is entitled to a
right of revocation concerning agreements for
services subject to a charge as described in the
following:
Instruction on Right of Revocation
Right of Revocation
You are entitled to revoke this agreement within 14
days without giving reasons.
The revocation period is 14 days beginning with
conclusion of the agreement
To make use of your right of revocation, you have to
inform us
- taskzone AG
- Am Ziegelfeld 28, 51339 Burscheid
- Tel +49 2174 - 307100
- Fax +49 2174 - 3071012
- Mail support@taskzone.com
with a clear statement (e.g. a letter sent by post, fax
or email) concerning your decision to revoke this
agreement. You may use the attached standard
revocation form which is not mandatory.
To comply with the revocation period, dispatch of the
note concerning the exercise of the right of
revocation before expiry of the revocation period is
sufficient.
Consequences of the Revocation
If you revoke this agreement, we have to reimburse
all payments received from you, including delivery
expenses (except additional costs resulting from you
choosing another type of delivery than the cheapest
standard delivery offered by us), without delay and
the latest within 14 days from the delivery date of the
notification of your revocation of the agreement. For
this reimbursement, we use the same means of
payment you used for the original transaction, except
something else was expressly agreed with you; in no
case fees are charged from you due to this
reimbursement.
If you requested the commencement of the services
during the revocation period, you have to pay us a
reasonable amount corresponding to the proportion of the already provided services until the time you
informed us about the exercise of the right of
revocation, compared to the total volume of the
services intended under this agreement.
End of Instruction on Right of Revocation
3.2.
Consumers may use the following standard
revocation form to declare their revocation;
however, this is not mandatory
4.
SERVICE DESCRIPTION, MINIMUM NUMBER OF USERS FOR SPONSORING
4.1.
Regarding taskzone’s use offered free of
charge, no specific scope of features or taskzone’s suitability for a particular purpose
are agreed. User cannot claim the provision of
specific features. The scope of features of
taskzone’s use offered free of charge may at
any time without prior notice be arbitrarily
limited or terminated in total. Besides, regarding
taskzone’s use offered free of charge, TZAG is
not obliged to further development pursuant to
sec. 4.3.
4.2.
The scope of use of services subject to a charge
is specified in the respective service description,
especially the “function matrix” on the taskzone
website. User may only claim provision of the
described functions, but not a specific technical
implementation. taskzone’s suitability for a
specific intended use only becomes part of this
usage relationship if TZAG explicitly assured or
confirmed it.
4.3.
TZAG may towards user limit the scope features
subject to a charge to the beginning of the next
period of use the user has not yet paid for. At
least two weeks in advance, TZAG will inform
user by email about the limitation of the scope
of use and the user’s termination right to the
email address deposed for user. Extensions of
the scope of use are permitted during the
current period of use as long as as no increase
of charge is caused.
4.4.
TZAG offers taskzone in compliance with the
currently valid legal provisions and the common
average programming and security standards.
TZAG shall constantly develop taskzone to take
account of changes of the legal provisions or the
aforementioned standards. However, taskzone
is not programmed or intended for the
processing and dissemination of data underlying
special confidentiality and privacy interests. Such
data rather have to be separately encrypted
prior to storage on taskzone.
4.5.
Use of taskzone requires user to have an
efficient desktop or notebook computer with a
respectively current operating system and web
browser and a stable broadband connection (>=
6 MBit/s). When using mobile devices such as
tablets or smartphones, older operating
systems, older web browsers or a slower
internet connection, display, functionality and
reaction speed of taskzone may be limited.
4.6.
Insofar as no differing regulation was made in
the description of the services subject to a
charge, an availability of taskzone of 98%
measured by month minus the time for planned
and announced maintenance work between 0:00
am and 6:00 am MEZ is agreed. taskzone is
deemed to be not available in any period if
taskzone for a continuous period of 5 minutes
does not successfully finish user entries such as
login, clicking a button, creating, changing or
deleting a task, but not the upload of files,
within 60 seconds pursuant to the conditions of
sec. 4.5.. Performance of a variety of user
entries at the same time (e.g. batch processing)
is not subject to an agreement of availability or
reaction speed, but shall at each time be
processed with best effort.
4.7.
TZAG offers user support and troubleshooting
(“Support”) only as part of services subject to a
charge. Troubleshooting is included in each
service subject to a charge, the scope of the
further user support depends on the respective
service description of the offer. User may at any
time contact the support address disclosed on
taskzone by e-Mail/web form. TZAG shall
answer user until the end of the following
business day and provide a first assessment of
the fault description/support request. Troubleshooting of faults that terminate or
substantially limit the use of taskzone is
provided without delay, the latest within another
5 business days. Other faults and support
requests are processed in the order of their
arrival. The service descriptions of the services
subject to a charge may have different reaction
and resolution times.
4.8.
User’s obligation within the sponsoring feature to cover the cost for a minimum number of other users shall only be valid if stated expressly and unambiguously. If a minimum number of other users is agreed, user shall undertake to have no less than the agreed minimum number of users concurrently use fee-based services continuously for each subsequent billing period during the entire term. The term commences with the use of fee-based services by the first selected other user, and ends at the end of the last billing period of the last remaining selected other user’s use of fee-based services. If, for any billing period during the term, less than the agreed minimum number of selected other users concurrently use fee-based services, user shall nonetheless pay remuneration equal to that of the use of fee-based services by the agreed minimum number of other users. User’s right of termination shall remain unaffected.
5.
RIGHT OF USE, TRANSFERABILITY
5.1.
TZAG offers each registered user, i.e. each user
known by name or pseudonym, a time-limited,
non-exclusive right to access and use taskzone
with its intended purpose, i.e. in the scope of
the claimed feature (if applicable, subject to a
charge). This right cannot be transferred.
However, other users may be added to a joint
group and services, if applicable, subject to a
charge, be booked for other members of the
group.
5.2.
taskzone includes the use of open source
software programs (OSS) which are released
under various licenses. Upon request, TZAG will
provide user with an overview of the used OSS
modules and their licenses. Granting of rights of
OSS is subject to the provisions of OSS’ license
conditions. Liability and warranty of the authors
and editors of the OSS for this provision of use
free of charge is subject to the legal provisions
concerning donations. Liability and warranty of
TZAG based on this usage relationship remains
unaffected.
5.3.
Use of taskzone beyond the agreed and
intended purpose and extent is prohibited.
Especially, user is not entitled to enable third
parties to use taskzone by renting, borrowing or
otherwise ceding the login and password. User
will not try to gain access to the locked functions subject to a charge by circumventing security
measures. User will not make a permanent copy
of the design and functionality of taskzone or
parts thereof for his own business purposes
unless only openly usable software from other
sources is utilized.
5.4.
User grants TZAG for the contents it created and
uploaded to taskzone, the non-exclusive, timely
unlimited reproduction right within the technical
infrastructure of TZAG. For these contents, user
grants TZAG the non-exclusive, timely limited
right for public reproduction insofar as it occurs
during ordinary operation. TZAG may transfer
these rights to a third party if the operation of
taskzone is transferred to the third party.
6.
DATA PROTECTION, DATA SECURITY
6.1.
Both parties shall respect the currently
applicable provisions, especially the data
protection provisions valid in Germany, and
especially oblige all personnel engaged in
connection with this agreement to data
confidentiality pursuant to § 5 BDSG, as long as
they are not yet obliged.
6.2.
If user collects, processes, or uses personal data
it obtained itself or from TZAG, it is responsible
for its permission thereto pursuant to the
applicable, especially data protection, provisions
and will indemnify TZAG upon first demand
against claims of
6.3.
If TZAG processes personal data of user’s
customers, potential customers, personnel or
suppliers for user, this is done as data
processing pursuant to § 11 BDSG. Upon
demand of user, TZAG will conclude a suitable
agreement for data processing.
6.4.
TZAG uses computer centers of third party
suppliers. All personal data existing within the
taskzone service are processed and used there
in compliance with the applicable data protection
provisions.
7.
USER’S DUTIES AND OBLIGATIONS
7.1.
User undertakes to pay the agreed remuneration
for each ordered function pursuant to the
currently valid price list and sec. 9.
7.2.
At registration on taskzone, user at least
declares his name, first name, and valid email
address. User may freely choose its password
and undertakes to choose a safe, i.e. a
sufficiently long and complex password. User
undertakes to not disclose its password to other
partiers and to take sufficient measures to
prevent knowledge of third parties.
7.3.
User undertakes to only upload such content on
taskzone (e.g. texts, pictures, audio, video), it
has sufficient usage rights for in relation to
industrial property rights (e.g. marks and
distinctive rights) and copyright.
7.4.
Via taskzone, user shall only collect, store, or
process personal data of third parties with their
effective consent or in the scope of statutory
exemptions. Especially, user will only transmit
unsolicited advertising communication to other
users or third parties in accordance with
applicable law (no spamming).
7.5.
User shall not use or allow taskzone to be used
for transmission of illegal or immoral content or
to refer to such content. In particular, this
includes demagogic content, content glorifying
or trivialising violence, pornographic, sexually
explicit, or other content harmful to minors, and
content invoking to criminal offences or
infringing competition or other law.
7.6.
User shall neither itself nor via other parties try
to gain access to data within the technical
infrastructure of TZAG that is not designated for
the user’s use within the ordinary operation of
taskzone. Besides, user neither itself nor via
other parties will interfere with the intended
processes of the used software or data
networks.
7.7.
User shall immediately inform TZAG about
faults, security gaps or other weaknesses of
taskzone it became aware of randomly or by
third parties.
7.8.
User unlimitedly indemnifies TZAG (including its
legal representatives, personnel, and/or other
representatives) from any lawsuits, claims,
costs, burdens, losses, demands, and expenses
of third parties resulting from the use of the
taskzone service contrary to the law or the
agreement by user or with approval of user. This
especially applies for asserted claims and court
or out-of-court proceedings based on data
protection-, competition-, copyright-, trademark-
, or other law in connection with the use of
taskzone by the user or the username assigned
to it. This does not apply if TZAG’s reaction to
the asserted claims is contradictory to the user’s
declared intention. Claims for damages of TZAG
due to recognized or accepted legal
infringements of user or with approval of user
remain unaffected.
7.9.
User undertakes to provide and to regularly and
risk-appropriately safe on his systems all
contents and data transferred to taskzone.
7.10.
User undertakes to reimburse with the agreed or
otherwise usual fee, each use of TZAG support
that is neither based on a fault of taskzone
(including lower availability) nor included in the
agreed scope of support.
8.
CONSEQUENCES OF A USE OF TASKZONE
CONTRARY TO THE AGREEMENT
8.1.
A violation of sec. 7.2 to 7.6 by user or a third
party using the user name of the user entitles
TZAG to block user’s access to taskzone. This
blocking may include the inaccessibility of all
of the data displayed by user. Before blocking,
TZAG will request user to permanently refrain
from or to eliminate the violation as long as
TZAG does not have reason that the delay of
blocking might cause further damages or
increase the risk of the occurrence of damage.
Further claims of TZAG against the user
remain unaffected.
8.2.
TZAG may predicate the annulment of the
blocking on user’s declaration of discontinuance
subject to penalty or user’s payment of
securities to the amount of the impending
damage, unless these constraints are grossly
disproportionate in relation to the violation or
the user proves that no or a lower damage
impends.
8.3.
If user does not eliminate the violation despite
the blocking and TZAG’s request within a
reasonable time limit set by TZAG, TZAG may
terminate for cause pursuant to sec. 12.3.
8.4.
Content contrary to the law and/or the
agreement pursuant to sec. 7.5 or hints to such
content may also be deleted or blocked
individually by TZAG. In cases of doubt, TZAG
may also block or delete content until the final
assessment of its non-conformity with the law or
the agreement.
9.
PAYMENT CONDITIONS
9.1.
The currently valid taskzone price list published
under taskzone.com shall apply. TZAG may
modify this price list with user’s consent to the
month after the next. User’s consent is deemed
to be given if user receives the modified price
list together with the notification of modification in text form and does not contradict the
modifications within four weeks after receipt of
the notification of modification. TZAG commits
to give user specific notice concerning the
consequences of an omitted objection together
with the notification of modification.
9.2.
Payments of user have to be made until the
agreed payment date, otherwise within 10 days
after receipt of the invoice. Monthly, quarterly or
annually recurring payment obligations have
each to be fulfilled in advance until the 10th
calendar day of the month, quarter or year.
9.3.
User is not entitled to discounts or other
deductions.
9.4.
Customer has a right to set off only insofar as its
counterclaim is legally established or
undisputed. A right of retention can only be
exercised against counterclaims resulting from
this contractual relationship.
10.
DEFAULT
10.1.
If user is in payment default, TZAG may block
user’s access to taskzone until complete
payment. TZAG shall inform user about the
impending blocking in text form at least one
week in advance. Blocking does not exempt user
from its payment duty.
10.2.
If user is in default
a)
for two successive payment periods with a prevalent part of his payment duty, or
b)
for a period of more than two months with an amount of the fee for two months,
TZAG may terminate the usage relationship for
cause.
10.3.
If user is in payment default, TZAG may claim a
lump sum for damages caused by delay of 5%
of the monthly fee per each full month,
however, in total not more than twice of the
original fee. The user shall have the right of
proof that TZAG had no or a substantially
smaller damage. The assertion of further claims because of payment delay remains reserved for
TZAG.
10.4.
If TZAG is in delay with an obligation to perform
pursuant to sec. 4, the consequences are
subject to sec. 11.
11.
CLAIMS FOR DEFECTS AND PAYMENT
REFUND
11.1.
TZAG ensures the functionality of taskzone with
the features described in the currently valid
service description only within the confirmed
availability. In case of defaults, TZAG restores
the agreed condition of taskzone by means of a
qualified rectification.
11.2.
TZAG does neither guarantee nor assure a
specific feature of the service. Technical data,
specifications, and performance indications in
this agreement or the associated documents
solely serve as service description and are no
guarantees in a legal sense.
11.3.
User’s claims for a reduction of the remuneration
due to lower availability of the agreed services,
are calculated on basis of the relation of the
actually determined availability for the respective
month and the agreed availability for the
respective month. A corresponding amount to be
deducted will be credited to the user’s user
account and set-off with the next booking
insofar as nothing else is agreed.
12.
FORCE MAJEURE
12.1.
TZAG is not liable for events of force majeure
that materially complicate the contractual
performance, or temporarily obstruct, or make
impossible the proper fulfilment of the
agreement. Force majeure means all
circumstances independent from the parties'
intention and control, such as natural
catastrophes, measures by government,
decisions of the authorities, blockade, war and
other military conflict, mobilisation, civil
commotion, terrorist attacks, strike, lockout and other industrial unrest, expropriation, embargo
or other unpredictable serious circumstances
beyond the parties' control and occurring after
the conclusion of this contract.
12.2.
After the occurrence of the event of Force
Majeure, TZAG shall inform user without delay
via E-mail about the nature of the event, the
time, the date of the event, and the likely effects
of the event on TZAG’s ability to fulfil its
contractual obligations.
12.3.
After the termination of the event of Force
Majeure, TZAG shall inform user without delay
about this termination and resume the
fulfillment of its obligations.
12.4.
TZAG shall do everything within its power that
may be necessary and reasonable to reduce the
extent of the delay or the non-fulfilment and
their consequences resulting from Force
Majeure. This also applies if the reason for the
delay or the non-fulfilment is not in its own
sphere of responsibility. Further costs resulting
therefrom shall be borne by the contractual
party in whose sphere of responsibility the
reason is based.
12.5.
Once it establishes that the Force Majeure will
last more than three (3) months, user may
terminate the affected partial service with one
(1) month’s notice. Sec. 12.4 also does not
apply in this case.
13.
Liability
13.1.
Parties are liable towards each other under the
statutory legal provisions insofar as the other
party raises claims for damages based on a
wilful act or gross negligence, including a wilful
act or gross negligence of repre-sentatives or
assistants.
13.2.
In the case of TZAG being blamed for a minor
negligent breach of a principal contractual duty,
the fulfilment of which alone makes proper
implementation of the contract possible, and the breach of which jeopardises the achievement of
the contractual object, and on observance of
which the user may duly rely, TZAG's liability in
damages will be limited to the predictable,
typically occurring damage
13.3.
Liability for culpable loss of life, bodily injury, or
impaired health, and liability under the Product
Liability Act remain unaffected
13.4.
Apart from that, any liability of TZAG towards
user is excluded.
14.
AGREEMENT PERIOD, TERMINATION
14.1.
The usage relationship comes into force with
user’s registration and acceptance of these
usage terms and is concluded for an indefinite
period of time.
14.2.
If a definite initial period is agreed for the usage
relationship, the usage relationship automatically
extends for the same period as the initial period,
but in no case more than one year insofar as the
usage relationship was not terminated pursuant
to Sec. 14.3 or 14.4.
14.3.
If a definite contractual period is agreed, the
usage relationship may be terminated in total or
in part (regarding individual services subject to a
charge) by both parties with 14 days’ notice
before expiry of the contractual period. Apart
from that, the usage relationship may be
terminated in total or in part (regarding
individual services subject to a charge) by both
parties with 14 days’ notice before the end of
the month.
14.4.
The right to terminate for cause remains
unaffected. A cause is especially given for
TZAG if taskzone is completely ceasing its
business activities and the maintenance of the
business is unreasonable until the earliest
possible ordinary termination, or the business
is prohibited by a judicial or governmental
decision.
14.5.
All terminations under this agreement have to
be made in writing. The electronic transmission
of the written termination notification (by fay or scanned by email) is sufficient.
15.
TERMINATION ADDITIONAL
SERVICES / USAGE RELATIONSHIP
15.1.
If the services subject to a charge are not
carried on, all entered data remain stored and
accessible in the user’s user account. Only the
enhanced features are not available for user.
TZAG reserves itself the right to delete data that
require more space than the guaranteed amount
for the use free of charge.
15.2.
If the usage relationship is terminated in total,
only the data and content entered by user that
are not needed by other users are deleted. Data
and content supposed to be used by other users
after termination of the usage agreement, e.g.
within joint task planning and group functions,
remain stored and displayed (including the
user’s display name) until the joint task or
function is completely deleted. Insofar as data
may not be deleted due to mandatory storage
obligations, they are only blocked.
15.3.
In any case, before termination of the usage
relationship, user is obliged to transfer data and
content that are needed after the termination of
this usage relationship to his own system.
16.
FINAL PROVISIONS
16.1.
User may in total only transfer rights and
obligations under this agreement to third parties
after explicit written consent by TZAG. However,
TZAG may transfer rights and obligations under
this agreement to a group company as defined
in Art. 15 of the German Companies Act –
Aktiengesetz.
16.2.
The contractual relationship of the Parties is
governed by German law, excluding UN-Sales
law.
16.3.
If user is an entrepreneur, or a government
entity or special governmental estate, Burscheid
(District Court Leverkusen, Regional Court Köln)
is venue for all disputes arising out of this usage
relationship, unless an exclusive legal jurisdiction
exists.