Status: 02/19/2022

1. Definition

a. These general terms and conditions (hereinafter "Terms") govern all license agreements relating to the MULTISTUDY software between MULTIOWL UG (limited liability) (hereinafter "MULTIOWL") and the purchaser of the rights to use the software (hereinafter "Customer") ), be completed

b. MULTIOWL UG (limited liability) provides all deliveries and services exclusively on the basis of these General Terms and Conditions (GTC). The general terms and conditions of the customer do not apply, even if MULTIOWL UG (limited liability) has not expressly objected

c. These terms and conditions also apply if MULTIOWL UG (limited liability) carries out the service for the customer without reservation in the knowledge of conflicting or deviating customer conditions. In these cases, the acceptance of the service by the customer is deemed to be acceptance of these General Terms and Conditions, while at the same time waiving the validity of its own General Terms and Conditions, which is hereby accepted in advance

i.e. The terms listed below have the following meanings:

• “Agreement” refers to this Terms and Conditions document.

• “Account” refers to Customer's specific access to the System, this includes all user accounts.

• ​ "Provider" refers to the company MULTIOWL UG (limited liability), with a registered location at:

At Postenweg 91a

32657 Lemgo

Germany

     And its employees, agents and representatives who provide the services mentioned in this Agreement.

• "Customer" refers to the Company and its employees, agents and representatives who receive the Services referred to in this Agreement.

• "Service" refers to the services provided by Provider as a company, including software, systems and the services of its employees, agents and representatives.

• "Software" refers to the Internet-related application at the web address app.multistudy.de

2. General and scope

a. On its website app.multistudy.de, the provider offers customers a system for planning, conducting and evaluating multi-moment frequency studies as well as related services (support, updates, maintenance).

b. The software is made accessible via the Internet. Internet access, which is required to use the system, is not part of the provider's services.

c. This agreement may only be accepted by persons authorized to represent the customer.

i.e. The agreement applies to all services that the provider provides to its customers. It also applies to future transactions between the parties, even if no express reference is made to it. Terms of Customer that conflict with or deviate from these Terms will not be effective unless Provider has expressly agreed to them in writing.

e. Customer agrees and permits that all messages, agreements, documents, notices and disclosures associated with Customer's Account may be delivered to Customer electronically.

f. The provider provides the customer with this information via e-mail to the contact e-mail address specified in the account.

G. The customer is obliged to provide the provider with a correct and complete email address, contact information and billing information. The customer can view and update this information directly in his account.

3. Registration

a. In order to be able to use the service from the provider, the customer must register via the web application.

b. The customer is obliged to fill in all fields provided in the registration form truthfully and correctly. A successful registration is only possible if the mandatory fields are completely filled out.

c. Only fully legally competent customers or fully legally competent users approved by the customer or those who act with the consent of their legal representatives are entitled to use.

i.e. Customers are obliged to keep their access data secret and not to pass it on to third parties. Should the customers become aware that third parties have obtained knowledge of the access data or are using them, they will immediately change the access data or inform the provider immediately. The same obligation applies to users authorized by the customer. The customer must inform and oblige the users accordingly.

4. Free Trial

a. The customer can test the account free of charge. By registering for the free account, there are no obligations or costs for the customer.

b. The trial version is limited to 2 active projects with a maximum of 10 tours per project.

c. The account, including the data recorded with it, will be deleted 30 days after the deactivation of the possibly free account.

i.e. The provider reserves the right to prohibit the customer from creating a free account or to limit the number of free accounts that a single customer can create and receive at the same time.

5. Conclusion of contract

The conclusion of the contract and thus a transfer to a paid account comes about with the optional acceptance of a written offer and with the mandatory activation of the system by entering the complete company and payment data in the software. Billing for the full version begins on the day the contract is concluded, unless otherwise agreed in writing.

6. Prices

a. In principle, the prices listed on the website www.multistudy.de apply, unless an individual offer is available.  

b. The prices listed for all products and services are net prices only. Added to this is the statutory sales tax (currently 19% at the place of performance in Germany; as of 2012).

c. A separate agreement on the fee must be made for individual services from the provider that are not listed in the price list.

i.e. The provider is entitled to adjust the respective price list at most once per quarter to changing market conditions, in the event of significant changes in the measures to increase security and data protection, service and support, provider fees, personnel costs, as well as increase in costs for improving and further developing the customize software. In the event of price increases that exceed the regular increase in the cost of living according to the general consumer price index, the customer has the right to terminate the contract without notice. In these cases, the provider will inform the customer of this in text form.

e. If the contract contains a currency other than euros, the provider expressly reserves the right to adjust the listed prices to currency fluctuations.

7. Payment and Billing

a. For the customer, the costs are monthly depending on the model selected  or determined annually according to the number of agreed and activated projects.

b. The billing period is always the following month. In the case of the month in which the contract was concluded, the first month is calculated pro rata.  

c. The provider issues the customer a proper invoice for the services to be provided, which is due immediately upon receipt. The invoice created contains a detailed list of all services and is sent by e-mail.

i.e. The invoice is paid according to the payment method available in the respective country and for the customer.

e. If the customer has chosen credit card or direct debit as the payment method, the customer is responsible for ensuring that valid data is specified in the software at all times. All customers with the payment method credit card or direct debit declare and guarantee that they are authorized to use the respective data and that all costs incurred can be offset against this payment method and cannot be rejected. If a debit is not possible due to the fault of the customer, the provider reserves the right to pass on any additional costs and default interest to the customer. In the event of default, entrepreneurial interest is deemed to have been agreed in accordance with § 456 UGB.

f. If a customer is more than fourteen (14) days late with payments, this entitles the provider to disable access to the system, terminate the agreement and collect the outstanding debts.

G. The responsibility for the proper payment of VAT, import duties and import taxes lies with the customer. The customer is obliged to provide the respective tax number.

8. Scope of Services and Availability

a. The scope of the software is shown on the website www.multistudy.de. The provider is entitled to change the agreed scope of services at any time if this results in an improvement in the software, a change in the legal situation requires this, such a change is appropriate based on practical experience, or if the change is customary in trade and taking into account the interests of both parties is reasonable for customers.

b. If the provider provides software or services free of charge in addition to the service offer, this is subject to revocation at any time and does not represent any liability for the future.

c. The provider provides the services with the utmost care and guarantees an availability of the service of 98% on an annual average. Defects and events for which the provider is not responsible are excluded from this guarantee.

9. Confidentiality

a. MULTIOWL and the customer undertake to maintain secrecy about information and knowledge that has become known during the performance of the contract and not to make it accessible to third parties. This also includes results of trial runs or evaluation tests, as well as business and operational matters and personal data, which fall under the provisions of the Data Protection Act, which in any case are to be understood as strictly confidential (“Strictly Confidential Information”).  

b. Furthermore, the parties undertake to take any measure necessary to prevent unlawful or unauthorized disclosure to third parties, unless the information or facts are generally known.

10. Termination

a. The customer can terminate the service properly, i.e. without giving reasons, with a notice period of 7 days. This applies regardless of the selected contract period.

b. If the customer does not give notice of termination, the contract is tacitly extended by one month or one year, depending on the model selected.

c. The provider expressly reserves the right to subsequently exclude certain customers from using the service or related individual services without giving reasons.

11. Invalidity Clause

Should any provision of these terms and conditions be or become wholly or partially invalid, this shall not affect the validity of the remaining provisions. Rather, the invalid provision is replaced by a provision that comes closest to the intended purpose.

12. Privacy and Data Security

a. The customer is responsible within the meaning of the GDPR and national data protection law (BDSG in Germany). The provider is the processor.

b. The customer undertakes to immediately conclude the order processing contract offered by the customer in accordance with Article 28 GDPR with the provider if there is a factual situation in accordance with Article 28 GDPR.

c. The customer exempts the provider from (joint) liability according to the GDPR insofar as he is not responsible for a claim for damages based on his fault and the degree of his joint responsibility.

i.e. The provider uses an appropriate security concept to maintain data security.

13. Liability

a. The provider is not liable for damage caused by the actions of third parties, force majeure (e.g. fire and water damage, direct or indirect lightning strikes, etc.) or the effects of the customer or his employees.

b. In addition, the provider is not liable - insofar as legally agreed - under any circumstances for loss of profit, consequential damage, immaterial damage, savings not achieved, loss of interest, financial loss and claims of third parties from the title of product liability.

c. The provider is not liable for the content, correctness or completeness of data or content transmitted by the customer.

i.e. The provider assumes no liability for the system provided by the provider meeting all of the customer's requirements and achieving the desired economic success for the customer.

e. The provider is not liable for slight negligence. In the event of gross negligence, the provider is liable for any damage. The maximum amount of liability is limited to the agreed annual service fee or the agreed license costs.

f. If the customer violates legal provisions in connection with the use of the software, the provider shall be indemnified and held harmless against all resulting third-party claims.

14. Compliance with Laws

a. Customer warrants that its use of the system and any data entered or uploaded will comply with all applicable laws and regulations and will not infringe the rights of any third party.

b. If Customer's registered office is in the European Union, or Customer provides access to the Service to someone in the European Union, Customer must understand and comply with the controller responsibilities described in the Data Protection Legislative Decree and the Data Processing Agreement of the provider.

15. Copyright

The software and all documents remain the material and intellectual property of the provider. If the provider makes adaptations to the software for the customer when executing this agreement, all resulting copyrights and rights of use to the developments remain with the provider.

16. Changes to the Terms and Conditions

The provider reserves the right to adapt or change the agreement. The customer will be informed of changes to the GTC in text form. If the customer does not object to the changed terms and conditions within two weeks after receipt of the notification, the changed terms and conditions are deemed to have been accepted.

17. Final Provisions

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a. The contracting parties agree that the place of jurisdiction shall be the registered office of the provider, insofar as this is legally permissible.

b. The customer indemnifies the provider on first request from all claims that are raised against the provider in connection with actions originating from the customer.

c. The customer guarantees that the information provided or to be provided in connection with the registration for the service is correct. He will inform the provider immediately of any changes.

i.e. These terms and conditions are subject to the law of the Federal Republic of Germany to the exclusion of the UN Sales Convention (CISG).

e. The possible ineffectiveness of individual provisions of the agreement does not affect the validity of the remaining contractual conditions. The ineffective provision shall be replaced by an effective one that comes as close as possible to the meaning and purpose of the ineffective provision.

f. This version of the General Terms and Conditions supersedes all previous versions, including their annexes.

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