Office Web Forms - Terms & Conditions

Impendulo

Special Terms of Use for the service "Office Web Forms"

Preamble

Impendulo operates the service "Office Web Forms".

The service Office Web Forms is a web-based service which enables the Impendulo customer - designated as the "customer" in the following - to create and carry out Internet-based online web forms and reports.

Subject of the Conditions

Impendulo provides its service solely on the basis of these conditions - regardless whether it is free of charge or subject to charge. Other General and Special Terms and Conditions from Impendulo and the customer do not apply.

Beginning of Contract and Contract Requirements

The use of the service requires the customer to register in advance with Office Web Forms. Impendulo reserves the right to reject the completion of a contract in individual cases.
The contract does not come into force until confirmed by Impendulo, generally via email.

Specification of services

The customer obtains the right to use the service according to his/her selected rate in conjunction with the specification of services / price list in compliance with the respective technical and operational possibilities. The exact scope of services is based on the specification of services, price list as well as any potential supplementary conditions and special agreements and these stipulations. The customer has the right to use the services defined in the specification of services during the duration of the respective contract.
The design, structure, and scope of the functions of the service, in particular the visual presentation of the content, are solely at the discretion of Impendulo. The customer is not entitled to exert influence on this, unless a different agreement has been reached.

Obligations of the user

The customer is not permitted to make his/her user account accessible to third parties.
The customer must keep his/her access data and personal password in a safe place to prevent third party access.
The customer must change the password in regular intervals for security reasons. He/she may change the password online anytime. If the customer suspects that a third party has knowledge of the password, he/she must change it immediately.
If Impendulo has a reasonable suspicion that the customer’s access data have been used without authorization by a third party, Impendulo has the right to block his/her access. In such cases, the customer will be provided new access data by Impendulo.
According to paragraphs 1 - 4, the term third party does not pertain to co-workers of customers, who are corporate bodies or public facilities. However, in such cases the customer must be aware that only co-workers who are needed to carry out the customer’s tasks gain knowledge of the access data.
The customer may only use the service for its intended purpose - conducting web forms - and not in any other unconventional matter. Above all, he/she may not abuse the service, e.g. to send advertisement emails (spamming) or junk mails.
The customer pledges not to publish any content which could become a public nuisance and offend against common decency. In particular, he/she pledges not to add any sexually offensive, racist, radical and inhuman or contemptuous content.
The customer must immediately notify Impendulo of any changes of data relevant to Impendulo, such as changes to his/her address, power of representation, and other incidents.
If the customer violates his/her obligations, Impendulo has the right to remove the content from the Internet without a warning and at the expense of the customer and terminate the contract without previous notice.
The customer must make sure that the infrastructure of the service is not overcharged by excessive usage. Excessive usage generally occurs when more than 1000 web forms are accessed per day by the customer.

Compensation

The customer can only demand compensation from Impendulo on the basis of indisputable or legally established customer claims towards Impendulo.

Extension / Termination of Contract

The duration of the contract is based on the specification of services and price list in conjunction with the payment rate selected by the customer.
Contracts with a fixed duration are not extended automatically. Contracts with a duration that has been specifically agreed on by both parties cannot be terminated prematurely.
Contracts with an extension option (subscription) are continually extended by one month, as long as one of the contracting parties has not terminated the contract at the latest one month before the end of the contract duration. If a minimal duration of contract has been agreed on, the contract cannot be terminated until the end of the minimal duration of contract with one month prior notice.
Contracts without a fixed duration can be terminated with three months prior notice at the end of the contract duration on a quarter-year basis. If a minimum duration of contract has been agreed on, the contract cannot be terminated until the end of the minimum duration with three months prior notice as well.
The contract must be terminated in writing - by fax or letter.
Both parties reserve the right to extraordinary notice of cancellation. In either case, Impendulo has a right to extraordinary notice of cancellation, if the customer violates these conditions or other application conditions of use from Impendulo.
Impendulo is authorized to discontinue services for which the customer does not pay a user fee anytime without prior notice or offer such services for a fee.

Deleting forms, reports, web form results, etc.

The customer may delete his/her forms, reports, and web form results at any time using his/her access data provided by Impendulo.
Thirty days after the expiration of the contract, Impendulo has the right to irrevocably delete all data provided by the customer, including the forms, reports, users and web form results without prior notification.

Data protection

Impendulo pledges not to use the web form results of the customer or make them available to a third party in any way.
Impendulo reserves the right to compile, save (electronically as well) and use personal and business-related data from the customer without any further consent for the purpose of the service, e.g. allocation, use, evaluation of data and for accounting purposes. The data may also be used internally within the firm and transmitted to other firms/partners authorized by Impendulo in order to implement the contract, for the use of a hotline for technical support, in particular, as well as for accounting purposes.
The customer must respect legal regulations while designing and carrying out the web forms.

Availability, data storage and support

Impendulo generally provides the service without interruptions. However, Impendulo cannot guarantee that the service is continuously available and functions without restrictions. It also cannot be ruled out that delays and interferences take place while providing the services due to incidents and circumstances which are beyond the influence of Impendulo, e.g. availability of the World Wide Web.
Disruptions for which Impendulo is not liable as well as disruptions due to maintenance work, etc. do not lead to a right to cancel or claims for damage on behalf of the customer.
Impendulo secures the data as follows: once per night. The customer is obligated to regularly save all forms, reports and web form results created by him/her and in appropriate time intervals by downloading them.
Impendulo reminds the customer that data can be lost even when saved properly. The customer is thus obligated to regularly save data such as web form results and addresses by downloading them.
Impendulo's scope of services does not provide support for this because it is self-explanatory and context-specific assistance is available online.

Guarantee

During the duration of the contract Impendulo guarantees that the service provided by Impendulo fulfils the functions agreed upon. However, a prerequisite for the guarantee is that the service is used in compliance with the contract.
If reproducible errors occur during the guarantee period, the customer must notify Impendulo of the observed malfunctions in writing and precisely specify the defective parts of the service and Impendulo will correct the malfunctions. The specifications on the troubleshooting list, which Impendulo provides the customer via email when necessary, must be taken into account. On request, the customer must also provide Impendulo the data he/she has used which have led to the malfunction and cooperate adequately with Impendulo in analyzing and correcting the malfunction free of charge in compliance with the contract. Impendulo may correct the malfunction the way in which it deems appropriate.
The contracting parties agree that even with state-of-the-art technology it is not possible to create software that works faultlessly under all conditions of application. The customer can inquire on the homepage of the service which browser and operating systems the service has been optimized for at a given point in time. No guarantee can be made to the customer that the service will function with other browsers and operating systems. Impendulo has the right to modify these system requirements without notification. These modifications do not substantiate a reason for cancellation.
The customer is not entitled to have an error corrected when the error is not reproducible or cannot be displayed as automated data. Moreover, the guarantee does not apply in cases in which it cannot be proven that Impendulo is liable for a certain malfunction. Minor errors which do not or only insignificantly impair the usability of the service do not have to be corrected by Impendulo.

Such minor errors also do not substantiate a reduction of the user fee or a withdrawal from the contract.
In the case of a guarantee or liability claim to Impendulo, the contributory negligence of the customer must be considered accordingly, in particular in the case of insufficient problem reports or insufficient data storage.
Impendulo must correct errors within an appropriate timeframe after having received the written error report.
If Impendulo does not correct significant errors within an appropriate timeframe after having received a written error report, the customer can set an appropriate additional respite for Impendulo with a statement that he/she refuses the rectification of defects after the specified time period.

This can be done at the earliest after the second attempt to rectify the defect fails.

Default in payment

If the customer still defaults with his/her payment despite the warning, Impendulo is authorized to
- block the account at the expense of the customer. In such cases, the customer is still obligated to pay the agreed user fee.
- terminate the contract without prior notification. Impendulo reserves the right to assert further claims for damages due to default in payment by the customer.
Unavoidable delays: If the non-fulfilment or insufficient fulfilment of the contract is due to an event, which is beyond the control of Impendulo, the deadline or timeframe is extended by an appropriate time span.

Third party trademark rights

If third party property rights are violated during the conventionary use of the service and if the customer is thus partially or completely legally prohibited from using the service, Impendulo will do one of the following at its own option and expense
- grant the customer the right to use the service, or
- modify the service so that it becomes non-infringing, or
- replace the service with a similar one, which does not violate property rights
If a corrective measure according to Paragraph 1 was not possible or economically reasonable, Impendulo will cancel the concerned parts of the service and settle the matter with an appropriate compensation for use.
Impendulo is freed from these obligations, when the customer does not act in consultation with Impendulo while averting such third party claims.
The customer is not entitled to more extensive claims resulting from violations of third party trademark rights, in particular those for compensation for consequential damage and indirect damage.

Liability

The following limitations apply to the scope of liability of Impendulo as well as its employees, assistants and vicarious agents - regardless of the legal grounds.
Impendulo assumes liability for direct personal and material damage caused to the customer either deliberately or due to gross negligence. In the case of direct damage, which was caused by the slightly negligent violation of obligations essential to the contract, Impendulo is only liable for the generally predictable damage. Indirect damage entails the time and effort required to restore the damaged commodity.

As a rule, the compensation for damage for the customer is thus his/her right to use the service again free of charge.

Impendulo is also liable for warranted characteristics. Regardless of their grounds, however, Impendulo is not liable for more extensive claims, in particular those for compensation for indirect damages and consequential damages.
The customer is obligated to immediately report damages and losses, for which Impendulo must cover the expenses, to Impendulo in writing or have them recorded by Impendulo.
Impendulo is only liable for supplying data when it deliberately caused their loss or due to gross negligence and when the data can be reconstructed from data material which is available in machine-readable from and within a justifiable timeframe.

If it is not possible to restore the data, Impendulo will credit the customer the according number of "web forms including web form users" to his/her account.

Further claims for damage on behalf of the customer are ruled out.

A similar regulation holds for cases in which flawed web form results were produced due to technical problems.
Impendulo's liability for damages which were caused due to gross negligence of members of management or high-ranking employees of Impendulo as well as Impendulo’ potential liability on the basis of the Product Liability Law will remain unaffected. Liability due to urgent legal regulations also remains unaffected.
Impendulo is not liable or responsible for whether the web form designed by the customer is suitable to fulfil the purpose the customer desires. Impendulo also does not guarantee that the web form will lead to the desired success and number of web form participants.

User fee

In order to use the Impendulo service, the customer must pay, prior to publishing, the fees listed in the currently valid specification of services or price list at the time he/she registers for the service. The customer will receive an invoice from Impendulo to do so.

The user fee is strictly net when the invoice arrives and is to be paid immediately. As regards subscription fees, the currently valid user fee on the price list is due once again upon extension of contract.

Change of user fee, the specification of services, or these conditions, etc.

Impendulo is authorized to modify the specification of services, the price list, the conditions as well as any other existing regulations at any point in time. Impendulo will notify the customer of such changes either in writing or by email and simultaneously inform the customer that the customer can file an objection within one calendar month after the notification of change was sent, as long as the change is to the disadvantage of the customer.

If the customer does not file an objection in due time, the contract will be continued according to the new conditions and stipulations.

If the customer objects in due time, both contracting parties have the right to terminate the contract with Impendulo within four weeks after the objection was filed.

In such cases, the cancellation period is two weeks before the end of the month and must be confirmed as soon as possible.

Legal reliability

The customer is only responsible for the legal reliability of the forms designed by him/her and their content. The customer assumes responsibility for the compliance with legal regulations, in particular data protection, copyrights, competition regulations and ancillary rights while dealing with posted images, acoustic and film recordings (media) as well as other documents and materials and immediately indemnifies Impendulo and its partners from any claims for damage due to the violation of these rights, as long as Impendulo is not at fault.

General Terms and Conditions

The customer’s General Terms and Conditions will not become part of a contract completed on the basis of these conditions. This also holds when Impendulo has not explicitly objected to this.

Statute of limitations

Claims due to liability during contract negotiations and default in performance of contract are barred by statute six months after accruement. All other claims are barred by statute three years after accruement, as long as no shorter legal or contractual statutes of limitations apply or the law does not prescribe mandatory longer time periods.

General Information

The customer can only convey rights from the treaty completed on the basis of these conditions with the written consent of Impendulo. Impendulo is authorized to call on or mandate third parties to fulfil its obligations. No subsidiary agreements on the contract concluded on the basis of these conditions exist. Should any regulations from the contract concluded on the basis of these conditions be or become ineffective in part or in their entirety, this does not affect the applicability of the remaining regulations. The parties are instead obligated to substitute the ineffective regulation with one which is as economically desirable as possible. The place of jurisdiction and fulfilment - where legally permissible - is Dublin, Ireland. However, claims can be asserted to each contracting party under their respective general jurisdiction. The laws of the Republic of Ireland apply to all legal relations arranged in the contract on the basis of these conditions. The United Nations Convention on Contracts for the International Sale of Goods is not applicable. The protection of the service provided by Impendulo in accordance with international regulations or third-country regulations is not affected by this. If the contract concluded on the basis of these conditions was concluded in writing, the following regulations additionally apply: The abrogation, modification, and amendment of the contract concluded on the basis of these conditions must be put in writing in order to become legally effective. The same holds for the waiver of the requirement to put these in writing. Hand-written modifications to the contract concluded on the basis of these conditions are not permissible.

Complaints

Impendulo hopes that you are completely satisfied with the service. If this is not the case, please contact:

Impendulo
E-Mail: info@OfficeWebForms.com
Internet: www.OfficeWebForms.com

Notice on the Right of Withdrawal

The customer has the right to withdraw from the use of the service within 30 days after registration but prior to subscription.