- CoffeeCup GmbH (hereinafter referred to as CoffeeCup) offers cloud-based software (Software as a Service – SaaS) for HR management (hereinafter referred to as Software) on the “https://www.coffeecupapp.com” website. The software is particularly suitable for supporting the personnel departments of small and medium-sized enterprises.
- Deviating general terms and conditions of the customer shall not apply to the contractual relationship unless CoffeeCup expressly agrees to their application.
2. Subject Matter of the Contract
- The object of this contract is the temporary provision of the software for the duration of the contract together with the granting of the rights required for its use in accordance with the contract in accordance with section 3.
- The licenser provides the licensee with the software for download on his homepage (https://www.coffeecupapp.com).
- The use of the CoffeeCup software requires the creation of a user account. For the creation of the user account, the data requested during the registration process must be entered and a password must be specified. By confirming the registration by double opt-in, CoffeeCup submits a legally binding offer to conclude a temporary software transfer agreement. The customer accepts this by activating the confirmation link within the sent e-mail.
- The owed condition of the software results from its description on the Internet side under https://www.coffeecupapp.com/functions.
- Installation and configuration services are not subject to this contract.
3. Granting of Rights
- Upon payment in full of the agreed fee, the licensee shall receive the non-exclusive, non-transferable and non-sublicensable right to use the software to the extent granted in this contract, limited to the term of the rental agreement, in the respective selected service package.
- The licensee shall only be entitled to reproduce, edit or decompile the software if this is legally permissible and only if the necessary information is not made available by the manufacturer of the software or the licensor at the request of the licensee.
- If the licensee violates any of the foregoing provisions, all rights of use granted under this agreement shall expire immediately. In this case, the licensee shall completely cease using the software without undue delay, delete all copies of the software installed on his systems and delete any backup copies made.
4. Obligations of the Customer
- The customer is exclusively responsible for the contents and data processed with the software. The customer hereby undertakes to use the CoffeeCup software only within the scope of this contract and the applicable statutory provisions and not to infringe any rights of third parties during use.
- The customer shall inform CoffeeCup immediately, if possible in writing:
- the misuse or suspicion of misuse of the contractually agreed service;
- a risk or suspicion of a risk for compliance with data protection law or data security arising in the context of the provision of the contractually agreed service;
- a danger or the suspicion of a danger for the service provided by CoffeeCup, e.g. through loss of access data or hacker attack.
- The customer is obliged to ensure the technical requirements himself. The connection to the internet in sufficient bandwidth and latency is the responsibility of the customer.
- The customer is responsible for setting up and administering the account himself. This applies regardless of whether CoffeeCup supports the customer in setting up the account, in whatever form. This includes in particular:
- the technical setup of the account, in particular migration of data, configuration of processes and products;
- the technical connection of interfaces on the part of the customer according to the specification for incoming and outgoing data;
- the administration of the account, in particular the creation of users and roles and the assignment of accesses to the account.
- The customer is obliged to inform CoffeeCup immediately in text form of any service interruptions that occur (defects of the services, lack of availability). The customer shall support CoffeeCup to a reasonable extent in identifying and rectifying errors in the event of service disruptions. CoffeeCup shall be entitled to temporarily show the customer possibilities of avoiding errors and to eliminate the actual cause later by adapting the CoffeeCup software, provided that this is reasonable for the customer.
5. Remuneration, Maturity and Default
- The remuneration for the granting of use depends on the selected service package (see also https://www.coffeecupapp.com/pricing). The payment obligation begins on the day following the provision of the software. If the contract is not concluded on the first day of a calendar month, the rent to be paid for the first month shall be calculated pro rata according to the remaining days of the month.
- The rent for the respective month is due in advance on the 1st working day of each month. In the first month of the rental period, the rental fee is due upon complete provision of the software.
- All prices are exclusive of Sales Tax.
6. Protection of the Software
The rent for the respective month is due in advance on the 1st working day of each month. In the first month of the rental period, the rental fee is due upon complete provision of the software.
7. Term and Termination
- The contract is concluded for an indefinite period of time. Both parties to the contract may terminate the contract by giving one month’s notice to the end of the month.
- Termination must be in writing.
- In the event of termination, the Licensee shall cease using the Software and remove all installed copies of the program from his computers and, if applicable, return backup copies to the licensor immediately or destroy them at the licensor’s option.
- The licensor warrants that the contractually agreed quality of the software will be maintained during the term of the contract and that no rights of third parties will conflict with the use of the software in accordance with the contract. The licensor shall remedy any material defects and defects of title in the leased object within a reasonable period of time.
- The licensee shall be obliged to notify the licensor in writing of any defects in the software immediately after their discovery. In the case of material defects, this is done by describing the time of occurrence of the defects and the detailed circumstances.
- The CoffeeCup GmbH shall be liable in the event of intent or gross negligence for injury to life, limb or health in accordance with the provisions of the Product Liability Act as well as
- In the event of a slightly negligent breach of an obligation which is essential for achieving the purpose of the contract (cardinal obligation), the licensor’s liability shall be limited in amount to the damage which is foreseeable and typical for the type of transaction in question.
- There shall be no further liability on the part of the licensor. In particular, the licensor shall not be liable for initial defects unless the prerequisites of paragraphs 1, 2 are met.
- The above limitation of liability shall also apply to the personal liability of the licensor’s employees, representatives and organs.
10. rReservations for Changes
- CoffeeCup has the right to amend these general terms and conditions at any time or to add regulations for the use of any newly introduced additional services or functions of the software. Changes and amendments to the general terms and conditions shall be notified to the customer by e-mail to the e-mail address specified by the customer at least four weeks before the planned entry into force. The customer’s consent to the amendment of the general terms and conditions shall be deemed to have been given if the customer does not object to the amendment in text form (e.g. letter, fax, e-mail) within a period of two weeks from the day following the announcement of the amendment. CoffeeCup undertakes to indicate separately in the notice of change the possibility of objection, the deadline for objection, the text form requirement and the meaning or consequences of omitting an objection.
- CoffeeCup reserves the right to change the software or to offer different functionalities. If the provision of a modified version of the software or a modification of functionalities of the software is accompanied by a substantial change in the customer’s work processes supported by the software and/or restrictions in the usability of data generated to date, CoffeeCup shall notify the customer of this in text form at the latest four weeks before the change takes effect. If the customer does not object to the amendment in text form within a period of two weeks from receipt of the notification of amendment, the amendment shall become part of the contract. CoffeeCup will draw the customer’s attention to the aforementioned deadline and the legal consequences of its expiration if the customer does not take advantage of the opportunity to object to any changes whenever they are announced.
- In addition, CoffeeCup reserves the right to change the contract software or to offer extended or deviating functionalities,
- insofar as this is necessary to ensure that the services offered by CoffeeCup comply with the legal requirements, in particular if the legal situation changes;
- insofar as CoffeeCup is obliged to do so by an official or court decision.
- insofar as this is necessary to eliminate security gaps in the software; or
- as far as it represents a predominantly advantageous improvement of our software for the customer.
- CoffeeCup is entitled to adjust the prices for the contractual services subject to a charge annually at an appropriate level to compensate for increases in personnel and other costs. CoffeeCup will notify the customer in writing of any price adjustments and their date of validity. The price adjustments shall not apply to the periods for which the customer has already made payments. If the price increase amounts to more than 5% of the previous price, the customer can object to this price increase with a period of two weeks from notification. A change in the price resulting from a change in the scope of the contractual service or in the number of employees to be managed shall not be deemed a price adjustment within the meaning of this clause.
- If the customer objects to a change within the meaning of this clause in due form and time, the contractual relationship will be continued under the previously valid contractual conditions. However, CoffeeCup acquires the right to terminate the contractual relationship extraordinarily by giving one month’s notice.
11. Other Provisions
- Amendments to these general terms and conditions must be made in writing. This also applies to the waiver of the text form itself.
- This contract shall be governed exclusively by German law to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods dated 11.04.1980 (UN Sales Convention).
- Place of performance is Munich. Exclusive place of jurisdiction shall be Munich, provided that both parties are merchants or legal entities under public law.
- Should individual provisions of this contract be invalid, this shall not affect the validity of the remaining provisions. The contracting parties shall endeavor to replace the invalid provision with a provision which most closely meets the legal and economic purpose of the contract.