(As at: 15th of October 2014)
1. General, conclusion of the contract
1.1 The general terms and conditions (hereinafter “GT&C”) of meetyoo conferencing GmbH (hereinafter “meetyoo“) shall apply to all services rendered for their contract partner (hereinafter “client”). Contradictory or additional provisions from client’s own terms and conditions shall not apply, even if there is no explicit objection from meetyoo unless they are confirmed in writing by meetyoo.
1.2 In the event of discrepancies between the provisions of the GT&C and the contract and its specifications or collateral agreements, the provisions of the contractand its specifications or collateral agreements shall take precedence.
1.3 The following shall apply to online conclusions of contracts: Sending of an order to meetyoo, that is, clicking on the “Order” button in the online order process, represents a client’s binding purchase offer. Conclusion of contract is confirmed by the subsequent written confirmation of order from meetyoo in the form of an e-mail.
1.4 For the purposes of the credit check for dial-out applications, the firm Bürgel Wirtschaftsinformationen GmbH & Co. KG, PO Box 500 166, 22701 Hamburg will provide meetyoo with the address and credit history of the client saved in their database as well as key figures established using a mathematical statistical procedure.
2. meetyoo services, availability
2.1 meetyoo shall provide conference services. The nature and scope of the services to be provided by meetyoo are determined by the contract as well as the list of services or collateral agreements pertaining thereto.
2.2 The services to the client shall be provided with due care, expertise and caution as is the norm for the provision of such services by a qualified professional or company.
2.3 For the provision of services to client, meetyoo may use third party networks, facilities and technologies that are not property of the parties to the contract or controlled by the latter.
2.4 If meetyoo arranges for client to be able to use services at all times, then meetyoo shall provide this service with an availability rate of 98.5 %. Availability shall be calculated on the basis of the time allotted to the respective calendar month in the contract period, minus maintenance time. For the time between 3 a.m. - 6 a.m. German time, meetyoo shall be entitled to carry out maintenance work for a total of five hours per calendar month. The services will not be available during maintenance.
3. Client´s responsibilities
3.1 Client shall provide the necessary technical infrastructure, in particular hardware, software and telecommunications connections. If they are not already included in the contract, service specifications or collateral agreements, upon request client shall receive instructions regarding the technical infrastructure requirements that are necessary for using the meetyoo services.
Within the framework of his possibilities the client is obliged to review the proper performance of service of meetyoo and immediately indicate disturbances towards meetyoo.
The client is neither allowed to remove, change or conceal copyrights, trademarks or symbols of ownership contained in the services of meetyoo nor to make changes of services or products of meetyoo.
This also applies to services and products of third parties, which meetyoo applies within the context of its services for the client (clause 2.3). The utilization of websites and products of meetyoo or third parties is only admissible within the confines of the copyright, trademark law, name and labelling law as well as other industrial property rights. The reproduction, processing, distribution and each type of utilization outside these confines require the previous written approval of the respective author or producer.
The client will be solely responsible for the contents of his conferences, seminars or other online events which he carries out through meetyoo or with products of meetyoo. The personal rights of third parties shall be observed. The client shall ensure that no indications or statements are made, files are uploaded or contents are conveyed which violate applicable law or good morals as well as particularly glorify violence, infringe rights of third parties or discriminate persons for reason of race, ethnic origin, sex, religion or ideology, a disability, age or sexual identity.
meetyoo shall be exempted from all claims of third parties, which are based on a culpable breach of the client against the obligations contained in clause 3.3. and 3.4. The client shall immediately inform meetyoo if he recognizes or had to recognize such a breach.
1.1.1 4. Prices, payments
4.1 Price and performance terms, as well as other declarations or warranties, shall only be binding for meetyoo if meetyoo has submitted or confirmed them in writing. Insofar as not otherwise agreed in writing, meetyoo shall calculate the payment on a time and material basis using the prices in effect at the date the contract was concluded.
4.2 All prices are in euro if not indicated otherwise and do not include VAT. This shall be invoiced separately at the applicable statutory rate in accordance with the tax regulations in effect.
4.3 meetyoo can do the accounts on a monthly basis. If services are paid on a time and material basis, meetyoo shall itemise the nature and duration of the services and include this documentation with the invoice. In the case of an online conclusion of contract, invoices and itemised billing will be placed at the disposal in the meetyoo customer portal ( https://portal.meetyoo.de/)" target="_blank">https://portal.meetyoo.de/">https://portal.meetyoo.de/)or by request it will be sent as paper invoice (additional costs of 5 euro). In case of invoice delivery via the meetyoo customer portal, the client shall ensure that the e-mail address stored at meetyoo is available for the notification e-mail and that e-mails are regularly downloaded. Any changes to the address shall be immediately reported.
4.4 If client disagrees with all or part of an invoice, client shall inform meetyoo thereof within 14 calendar days after receipt of invoice. Otherwise, the invoice shall be considered as accepted.
4.5 All invoices are due immediately and payable in full at latest 14 calendar days after receipt.
1.1.2 5. Right of retention, set-off
5.1 Provided it is not based on the same contractual relationship, client’s right of retention shall be excluded. meetyoo is entitled to prevent the right of retention from being exercised through provision of collateral and likewise through guarantee.
5.2 Client can only offset with uncontested claims or those that have legal effect.
5.3 If client defaults on payment, meetyoo shall, without prejudice to their other rights, be entitled to withhold the provision of all further services to client ("block") until the latter is no longer in default, after first giving client a 10 day deadline before announcing the "block".
1.1.3 6. Reservation of right
meetyoo reserves ownership and rights to be granted to services until full payment of the amount due.
7. Use by third parties
7.1 Client shall protect its access to meetyoo services against unauthorised use by third parties. Client shall be liable for any unauthorised use of its access, insofar the fault is attributed to client. Client must immediately inform meetyoo if there is a well-founded suspicion that unauthorised use is being made of its access.
7.2 Client shall pay the agreed prices for use of meetyoo services provided to third parties on the basis of client‘s authorisation. Client shall also have to pay for meetyoo services for unauthorised use by third parties if client is responsible for said use
8.1 Client and meetyoo shall be mutually bound to secrecy for an unlimited time with regard to business and trade secrets or information designated as confidential that became known in connection with the performance of the contract. The contents of conferences and all data on conference participants shall be considered as confidential data.
8.2 Without written permission from the other parties to the contract, parties to the contract may not reveal confidential data to anyone, with the exception of employees, representatives, subcontractors or vicarious agents of one of the parties to the contract to the extent that they must know the information in order to provide the service and insofar they are subject to the same duty of confidentiality.
8.3 meetyoo and its employees are also forbidden to process or otherwise use any information or data acquired for any other purpose than the one connected to the respective completion of the task. This applies in particular for conducting business transactions in documents of title and derivatives.
8.4 Parties to the contract shall endeavour in an economically reasonable manner to ensure compliance with these confidentiality regulations by their employees and by subcontractors or representatives.
8.5 The confidentiality provisions shall apply to data that 1. was in the possession of one of the parties to the contract prior to the negotiations leading to this contract; 2. is already generally known or became so later on, without breach of the provision of this regulation by one of the parties to the contract or 3. was made public in compliance with a statutory regulation or decree, insofar the other parties to the contract have been duly informed of aforementioned statutory regulation or decree.
9. Interruption in the provision of services
9.1 In the event of interruptions due to force majeure, strikes or other non-attributable failure on the part of meetyoo or one of its vicarious agents to meet deadlines (“Interruption”), the deadlines will be postponed for the duration of the interruption, including, if necessary, a realistic restart-up phase. One party to the contract must immediately inform the other party to the contract about the interruption that occurred in its area and the estimated duration of the postponement.
9.2 If expenses increase due to an interruption, meetyoo can demand payment of this extra cost, unless the cause lies outside client’s sphere of responsibility and the latter is not responsible for the interruption.
9.3 meetyoo is no longer obligated to provide service when it no longer has the owed service at its disposal. meetyoo shall undertake to inform client immediately about the none-availability and refund considerations already received.
Liability for just minor defects is excluded. The right to termination remains unaffected.
11. Legal deficiencies
11.1 meetyoo shall only be liable for infringing on third-party rights through their services insofar the service is being used, in accordance with the contract and in particular, in the area of use contractually provided for.
11.2 meetyoo is liable for infringements on third-party rights only within the European Union and the European economic area as well as at the location of the contractual use of the service.
11.3 If a third party asserts to client that meetyoo service has infringed its rights, client shall immediately inform meetyoo thereof. meetyoo, and if applicable, its subcontractor, are entitled, however not obliged, to reject the asserted claims at their expense.
11.4 If third-party rights are infringed by a meetyoo service, at its discretion and at its own expense, meetyoo shall 1. provide client with the right to use the service or 2. provide the service without infringing on any rights or 3. take back the service with reimbursement of payments made by client for said service (minus reasonable compensation for use), if meetyoo does not find any other remedy with reasonable costs. The interests of the client are thereby duly taken into account.
12. Prescription of claims
Warranty claims shall prescribe within a year of commencement of the statutory prescription period. This does not apply to claims pursuant to § 438, section 1 No. 2 BGB and § 634 a section 1 No. 2 BGB.
13. Limitation on liability
13.1 meetyoo shall be liable for damage from injury to life, limb or health in accordance with statutory provisions.
13.2 For other damage, meetyoo shall only be liable if it concerns a deliberate or grossly negligent breach of duty by
meetyoo or one of meetyoo’s official representatives or vicarious agents.
13.3 meetyoo shall not be liable in the event of ordinary breach of duty, unless a substantial contractual obligation (cardinal obligation) is breached. In this case, liability is limited, however, to damages that are reasonably foreseeable at the time the contract is concluded.
13.4 meetyoo shall not be liable for such damage that could be avoided by client implementing proper safeguarding of data.
13.5 meetyoo shall not be liable for the compatibility of its services with technical facilities that come under client´s responsibility (number 3.1).
13.6 If in order to provide its services for client, meetyoo uses third-party networks, facilities and technologies which are not owned or cannot be controlled by the contract parties (number 2.3), these third parties are only liable to client to the extent that meetyoo would be liable to client according to these General Terms and Conditions.
13.7 If meetyoo uses client’s networks, facilities and third-party technologies to provide services and these are not property of the parties to the contract or controlled by the latter (number 2.3), meetyoo shall only have deferred liability with regard to any claims that arise therefrom. Client must first start with claim proceedings against third parties. meetyoo shall transfer to client any claims by meetyoo against third parties that are necessary for enforcing clients claims with third parties. meetyoo must place all necessary information and documents at client’s disposal. Only if and insofar client cannot claim compensation for damage from third parties, client can enforce its claim with meetyoo. In other respects, the provisions of this GT&C shall also apply.
13.8 For client’s claims for reimbursement of expenses and any other claims for damages (consequential damage, lost profits, etc.) against meetyoo, the above shall apply accordingly.
13.9 Liability pursuant to the Product Liability Act remains unaffected.
13.10 If the application range of Section 44a German Telecommunications Act is established, the provisions stipulated there for financial losses apply, unless meetyoo’s liability is already limited by the provisions of No. 13 and 14.
14. Maximum amount of liability
14.1 If meetyoo encounters delays in providing services, the compensation for loss/damage and expenses of client shall be limited to 0.5 % of the price for the part of the service that could not be used due to the delay and this for every completed week of delay. Liability for delay is limited to a total of 5 % of this price at the most.
14.2 For each individual claim, liability is limited to the contract value, with continuous compensation to the amount of compensation per contract year, however, not to less than € 50,000. When concluding this contract, parties can agree on a more extensive liability with separate payment.
14.3 Numbers 14.1 and 14.2 shall not apply if there is intentional or gross negligence or an injury to life, limb or health. Number 13.9 and 13.10 shall apply here as well.
15.1 The contract can be terminated by parties to the contract in accordance with the contractual agreements or statutory provisions. Every termination must be made in writing to be valid.
15.2 The contract can be terminated without notice by either party for a substantial reason, if a petition for bankruptcy has been filed or proceedings for composition have been instituted.
16. Written form
All amendments and additions to contractual agreements must be made in writing. This also applies for the revocation or amendment to the requirement for the written form.
17. Applicable law, jurisdiction
17.1 This contract shall be governed by the laws of the Federal Republic of Germany. The application of the UN purchase right is excluded.
17.2 For contracts with businessmen, public sector legal entities or special funds under public law, the courts of Berlin-Charlottenburg shall have jurisdiction.
18. Severability clause
Should individual regulations of these provisions be ineffective, the validity of the remaining regulations as well as of the contract shall not be affected.
Conditions of use meetyoo-webinar solution
§ 1 General
For the use of the meetyoo-webinar of the meetyoo conferencing GmbH (hereinafter referred to as “meetyoo-webinar“) the subsequent conditions of use as well as the general terms and conditions and data protection declaration of the meetyoo conferencing GmbH are valid, if in these conditions of use no deviating regulation is made.
§ 2 Use
The meetyoo conferencing GmbH together with the website "webinar.meetyoo.de" (platform) operates an internet portal for the booking and organisation of interactive online seminars (webinars). It makes available the technical prerequisites for posting and booking webinar offers for users (members) registered on this platform for the communication between members and the implementation of webinars and other online events in virtual conference rooms.
§ 3 Registration
To use the platform the cost-free registration as a member is required. Exclusively natural persons of full legal capacity can have themselves registered as a member.
For the registration the registration form provided on the platform shall be filled in completely and truthfully indicating a member name, an e-mail address and a requested password and sent to meetyoo conferencing. All websites of the platform, on which data are indicated, are secured by a 256-Bit-SSL-encoding.
The member name shall not infringe the rights of third parties or good morals and shall not contain any contact information (e.g. e-mail or internet addresses). The meetyoo conferencing GmbH is entitled to request written evidences to review the indicated data.
By sending the registration form the user makes a binding offer to meetyoo conferencing in order to conclude a membership agreement. The membership agreement is concluded by confirming the order, establishing the webinar platform with an own domain and following registration confirmation e-mail and the activation of a member account by means of meetyoo conferencing. There is no user’s claim to the conclusion of a membership agreement. Each user may only have himself registered once.
§ 4 Services of meetyoo conferencing
The meetyoo conferencing GmbH makes available the technical possibilities on the platform to the members in order to facilitate the organization of webinars in virtual conference rooms. Each member can use the platform not only as webinar organizer but also as webinar participant (attendee).
The members can establish member profiles, post webinar offers and requests, read the webinar offers and requests of other members, book webinars, make webinar offers for corresponding requests, organize webinars in the virtual conference rooms of the platform and actively or passively participate in the webinars in the virtual conference rooms.
§ 5 Use of the platform
I. General provisions
The platform may only be used for the information about webinars, participation in webinars and implementation of webinars as well as other online events in the virtual conference rooms.
The members are obliged to keep their password secret and to secure the access to their member account. If there are any indicators that third parties have provided themselves unauthorized access to the member account, meetyoo conferencing immediately has to be informed and the password shall be changed by the member.
If the data change, which were stored at the registration for the member, the data immediately shall be announced to meetyoo conferencing in written form.
Since the meetyoo conferencing GmbH can only review the correctness of the data stored for the member to a limited extent even when submitting written proofs, the indication of wrong data by means of a member basically cannot be excluded. For this reason, each member himself shall examine the identity of the participant.
The member account shall not be transferred to third parties.
Contact data of other members, who became known by using the platform shall only be used for (pre-) contractual communication.
Members shall exclusively advertise on the platform for webinars, which are also organized on the platform. They shall not do, tolerate or arrange anything which could disturb the propter operation of the platform, particularly the virtual conference rooms.
To use the platform, particularly for the organization and participation in webinars and other online events the observation of the following technical prerequisites is required:
- a standard DSL-connection
- an internet browser according to the current state-of-the-art
- a current version of the programme “Adobe Flash Player“
- in case of active participation: headphones and microphone
- in case of passive participation: loudspeakers
The members oblige themselves to keep these technical minimum prerequisites, to punctually check and analyse before the implementation of a webinar or the participation in a webinar whether the connection to the virtual conference rooms can be established and, if necessary, to remove existing technical disturbances, the removal of which lies in their responsibility, in time. If a technical connection cannot be established, meetyoo conferencing shall be informed in time.
II . Use of the platform as participant
Only members shall participate in the webinars who have booked the webinar. Other persons shall not be allowed to actively or passively participate.
§ 6 Exclusion of a member
meetyoo conferencing can exclude a member and delete the member account as well as all webinar offers and webinars of this member if there are any indicators for meetyoo that a member violates the essential obligations of this agreement of use or a member was negatively assessed several times. meetyoo will inform the member about the planned exclusion by e-mail and give him the possibility to make a statement. In case of urgent necessity meetyoo is not obliged to do this. In any case meetyoo will consider the authorized interests of the member. The right of extraordinary termination remains unaffected.
§ 7 Technical availability
For technical reasons the meetyoo conferencing GmbH cannot guarantee a permanent complete availability of the servers through which the platform is operated. Temporarily the availability of the platform – particularly due to the necessary implementation of maintenance or repair works – can be limited. The meetyoo conferencing GmbH will inform the members about the implementation of planned maintenance works and their scope in time by means of a reference to the platform. If the system unpredictably fails, meetyoo will inform the members about the scope and duration of failure as far as possible.
§ 8 Exemption
The members oblige themselves to exempt meetyoo conferencing from all claims of other members or third parties, who assert these against meetyoo due to the violation of their rights owing to the utilization of the platform by means of the respective member. This does not apply if the member is not responsible for the violation of rights. The obligation of exemption also includes the bearing of appropriate legal defence costs.