TERMS UPDATED: 04/28/2023
General Terms and Conditions for SNP Web Services
SNP Schneider-Neureither & Partner SE or any of its affiliated companies providing the services (hereinafter “PROVIDER”) provides the web based application CrystalBridge to registered users; a user can be a natural person or a duly authorized person acting on behalf of a legal entity (hereinafter “CUSTOMER”).
Their relationship is governed in more detail by the rules set forth in these terms (hereinafter “Terms”).
The services are based on an analytics software developed by SNP, that is designed to determine essential statistical and structural information about an SAP® ERP system. As part of the web based services an evaluation is being generated that provides a comprehensive overview of the system.
Registered users may upload CrystalBridge Analysis Extractor data files by using the interface of SNP’s Services.
§ 1 Applicability and Contract Documents
Except as otherwise agreed, PROVIDER renders web based services in the area of data analytics (hereinafter “Services”) that are governed exclusively by the Terms. By using the Services CUSTOMER accepts these Terms in their current version from time to time.
§ 2 Scope of Services
PROVIDER provides the Services as described on the webpage.
For the duration of the respective term, PROVIDER grants to CUSTOMER a non-exclusive, non-transferable right to use the Services solely for its internal business purposes and in accordance with the Terms.
To use the Services, the CUSTOMER will receive a link from the PROVIDER to log in as a user. As part of the registration process these Terms have to be accepted. Subsequently, the CUSTOMER will be activated by an administrator for the use of the Services. In providing the Services the PROVIDER grants to the CUSTOMER access to a portal in which the CUSTOMER can select and upload its data. The PROVIDER analyzes the data and evaluates it graphically as further described on the web site.
§ 3 Term and Termination
3.1 Term
3.1.1The term of the Services shall commence upon the delivery of the access data from the PROVIDER to the CUSTOMER (“Delivery Date”).
3.1.2The Services shall start on the Delivery Date and shall continue in effect for a maximum of 90 days (hereinafter “Initial Term”), if not otherwise contractually agreed. Thereafter, the access will be blocked automatically unless the CUSTOMER concludes a contract with the PROVIDER to continue the Services.
3.1.3A contract may be terminated for convenience by either contractual party with 5 days’ written notice.
3.2 Termination for Cause
3.2.1Each Party’s right to terminate the contract for cause shall remain unaffected.
3.2.2PROVIDER reserves the right to terminate for cause, in particular if CUSTOMER is repeatedly or seriously in breach of major contractual obligations.
3.2.3The contract may be terminated without notice in the presence of an important reason (termination for cause) is given. An important reason shall be present if there are facts that would make the continuation of the contract untenable for the terminating party, taking into consideration all circumstances of the individual case and balancing the interests of both parties to the contract.
3.3 Consequences of Termination
3.3.1Upon expiration or termination of a contract, CUSTOMER’s access to the Services shall cease, CUSTOMER’s right to use the Services and PROVIDER’s confidential information shall end, and if applicable, CUSTOMER may download its confidential information transmitted by CUSTOMER to PROVIDER as required by applicable law.
3.3.2Any further provision of Services shall be considered as a conclusion of a new contract on the Services. CUSTOMER agrees to pay the then current fees to PROVIDER.
3.3.3Any statutory obligations to retain data or records on the part of PROVIDER shall remain unaffected.
§ 4 Prices and Terms of Payment
4.1 Remuneration
CUSTOMER’s obligation to pay a remuneration shall be agreed separately.
4.2 Payment
Invoices shall be due and payable without deduction upon receipt. Unless otherwise agreed in writing, recurring payments shall be invoiced in advance on a monthly basis. Usage-based remuneration shall be charged in the following month unless otherwise defined.
4.3 VAT
Remuneration agreed in a contract shall be subject to applicable statutory value-added tax.
4.4 Default & Suspension of Services
If CUSTOMER fails to make a payment within 30 days of the due date, or if CUSTOMER is otherwise in default of any of its obligations arising from or in connection with the respective contract documents, notwithstanding any further rights, PROVIDER shall give 7 days prior notice to CUSTOMER of its intention to suspend or restrict the provision of the Services. If CUSTOMER fails to remedy the non-compliance, PROVIDER may suspend or restrict the Services.
4.5 Set-Off/Retention
CUSTOMER may only offset or retain payments if CUSTOMER’s counter-claim is undisputed or has been finally and bindingly determined by a court.
§ 5 Warranty
5.1 Warranty
5.1.1PROVIDER warrants that Services will be rendered with appropriate care, technical expertise and in accordance with the relevant specifications. PROVIDER warrants neither uninterrupted nor trouble-free use of Services. The PROVIDER does not owe a system availability rate.
5.1.2CUSTOMER shall notify PROVIDER of any possible disturbances of Services immediately, and in any event within 2 weeks of becoming aware of them; such notification must be made in writing (email being sufficient) in the form of a detailed description of the incident. If no such notification is made, any CUSTOMER’s claims and rights relating to such default, as far as such was recognizable for CUSTOMER, shall be excluded.
5.1.3In case of defects of the Services, CUSTOMER shall document these in an error protocol in a comprehensible manner and send the error protocol to PROVIDER. PROVIDER shall be obligated to begin with the removal of errors and will use commercially reasonable efforts to complete the removal. CUSTOMER shall support PROVIDER in the removal of errors within the frame of what is reasonable.
5.1.4Any claims and rights in connection with a default shall become time-barred after twelve (12) months of the date the default has been objected to for the first time, or should have been objected to in accordance with section 5.1.2 above.
5.1.5In all other respects, the warranty period shall be 12 months.
5.2 Control of data transmission
CUSTOMER understands and acknowledges that PROVIDER does not have any control over data transmission via telecommunication facilities, including the internet, beyond the interface between the network data processing center, and internet service providers.
§ 6 Confidentiality
6.1The parties mutually agree to keep secret towards third parties any business information of the other Party which becomes known to them, in particular with regard to business and trade secrets of the other party, and will not pass them on to third parties nor use them in any way unless these are generally known facts. The secrecy obligation shall continue to apply even after the expiration as stipulated in 3.1.2 or termination of a contract.
6.2With regard to the secrecy obligation, the employees of the parties shall respectively be regarded as their agents in the sense of § 278 BGB (German Civil Code). In this regard, each of the parties shall be responsible for the culpability of their employees.
6.3If a party uses third parties for the fulfilment of their own obligations under the Terms, the respective party will make sure that the third party imposes at least similar confidentiality obligations on its employees. This shall in particular apply for the case that PROVIDER commissions third parties with the rendering of services.
6.4The above sections do not apply to information that (a) is independently developed by the receiving party without recourse to the confidential information of the disclosing party, or is received lawfully and free of duty of confidentiality from a third party having the right to disclose such confidential information; (b) has become generally available to the public without breach of the contract by the receiving party; (c) at the time of disclosure to the receiving party was known to be free of restrictions; or (d) the disclosing party agrees in writing is exempt from the above provisions; or (e) is rightfully acquired by the receiving party from a third party who has the right to disclose it and who provides it without restriction as to use or disclosure.
6.5If applicable, all employees of PROVIDER which are involved in the provision of the Services shall be obliged to data secrecy in accordance with the EU-General Data Protection Regulation (GDPR) and the applicable local data protection prior to starting to work and may getting in touch with personal data by PROVIDER.
6.6If applicable, PROVIDER shall be bound by instructions with regard to any measures in data processing. Details of the rights and obligations should then be separately agreed.
6.7Personal access data must not be disclosed or forwarded to any third party and must be kept protected against any unauthorized access or use. CUSTOMER is not allowed to sublicense, license, sell, lease, rent or otherwise make any Services available to third parties.
CUSTOMER is responsible for the acts and omissions of authorized users attributable to it just as for its own acts and omissions and shall oblige them to adhere to the contractual provisions for the use of the Services.
§ 7 Aggregation of Anonymized Data
CUSTOMER shall allow PROVIDER (i) to collect, use and submit structural data from the CUSTOMER’s ERP system, including but not limited to system data, configuration data, workflows and parametrization of the CUSTOMER’s ERP system (hereinafter “Analysis Data”) and (ii) to anonymize, aggregate, encode, transfer and/or transform such generated KPI data into a database solely owned and used by PROVIDER for various purposes (including but not limited to test, demo, and subsequently showcase software). KPI data enables PROVIDER to test and showcase software, compare CUSTOMER’s KPIs with those of other installations e.g. in the same industry, system size, system type or geography. In order to ensure CUSTOMER’s anonymity and its business secrets Analysis Data will be encoded and/or anonymized if information that allow the CUSTOMER to be identified are unintentionally included in the Analysis Data. CUSTOMER therefore assigns to PROVIDER all necessary worldwide rights to use, process, duplicate and modify such Analysis Data and to use the KPI data without any limitation. PROVIDER is the exclusive owner and holder of all intellectual property rights and/or other economic exploitation rights with regard to KPI data, and only PROVIDER is entitled to use and exploit KPI data for any and all purposes. PROVIDER’s rights are irrevocable, transferrable, sub-licensable and unlimited in time, territory or content. For clarity, CUSTOMER retains all right, title and interest in and to its unprocessed data.
§ 8 Indemnification
8.1PROVIDER shall ensure that the service results rendered within the Services are free of any intellectual property rights of third parties and that – to its knowledge – there are no other rights which limit or exclude their intended use. PROVIDER shall release CUSTOMER from third party claims resulting from the violation of intellectual property rights in this regard in accordance with section 8.5.
8.2The parties will immediately notify each other if any claims are asserted against them due to any violation of rights in connection with the use of Services.
8.3If the usage of the Services by the Customer in accordance with these Terms is affected by intellectual property rights of third parties, PROVIDER will at its sole discretion either change the Services so that they no longer infringe upon such third party rights but still correspond to legal requirements, or obtain the right to use them in accordance with the Terms without any limitation and additional costs for CUSTOMER at the discretion of PROVIDER, provided this is not unreasonable for CUSTOMER.
8.4The obligation in section 8.3 above shall be excluded if CUSTOMER uses materials which have not been approved by PROVIDER. The same applies if such materials have been changed by any person other than PROVIDER, or if CUSTOMER does not use such materials in compliance with the agreed terms of use, unless such actions have not been the cause of the violation described in section 8.3 above.
8.5PROVIDER shall indemnify CUSTOMER against any claims made by any third party against CUSTOMER based on the violation of protective rights, provided that CUSTOMER has informed PROVIDER without delay of such claims and allows PROVIDER to defend against these claims in its sole discretion. CUSTOMER shall assist and support PROVIDER to the extent necessary. Any expenses associated shall be reimbursed to CUSTOMER by PROVIDER.
§ 9 Limitation of Liability
The liability of the PROVIDER for intent, gross negligence, claims under the German Produkthaftungsgesetz and injury to life, limb or health is governed by the statutory provisions.
In the case of slight negligence, the PROVIDER is only liable for the breach of essential contractual obligations (so-called cardinal obligations, i.e. such an obligation, the fulfillment of which is required for the proper execution of the contract in the first place and to whose compliance the contractual partner regularly trusts and can trust).In case the PROVIDER violates such an essential contractual obligation caused by slight negligence the liability shall be limited to the typically foreseeable damage.
Furthermore, the liability of PROVIDER in the case of slight negligence for any indirect damages shall be excluded. In this case PROVIDER shall therefore not be liable whether based in contract, tort, warranty, strict liability or any other legal or equitable grounds, for any loss of the income, profit or savings, for any consequential damages or, indirect damages.
PROVIDER shall not assume any liability for any services provided by the CUSTOMER or provided by third parties upon request of the CUSTOMER.
If and to the extent that the liability of PROVIDER is excluded, this shall also apply to the personal liability of the employees, workers, collaborators, representatives and vicarious agents of PROVIDER.
§ 10 CUSTOMER’s Duties
10.1 Assistance
CUSTOMER shall provide all collaboration that PROVIDER requires in connection with the performance of the Services free of charge to PROVIDER. CUSTOMER shall answer questions and inspect results. Performance by CUSTOMER of its general collaborative duties is a primary contractual duty and necessary precondition for the correct performance of Services. Further details of CUSTOMER’s collaboration obligations are set forth separately in a contract, if applicable.
Any consequences resulting from a violation of this provision shall be borne by CUSTOMER.
Any further rights of PROVIDER shall remain unaffected.
10.2 Other Responsibilities of CUSTOMER
CUSTOMER undertakes not to misuse the Services. “Misuse” means any (a) unauthorized processing of data or (b) any act or omission that compromises or undermines the physical, technical, or organizational safeguards put in place by PROVIDER regarding the processing of data or otherwise put in place to comply with information security requirements. For the avoidance of doubt, “unauthorized processing” includes, but is not limited to: loss, destruction, compromise, or unauthorized access, collection, retention, storage, or transfer.
CUSTOMER further undertakes to comply with any applicable laws, statutory and authority bans, and to refrain from violating public morals or public order.
CUSTOMER undertakes towards PROVIDER to be entitled to upload and use uploaded data without any restriction.
Otherwise, CUSTOMER shall indemnify PROVIDER in application of section 8.5 above.
10.3 Suspension of Service
PROVIDER may temporarily suspend CUSTOMER’s access to the Services to prevent damages, if the continued use of the Services by CUSTOMER may have a material adverse effect on the Services, or in case of a violation of section 10.2 above, or if such violation is claimed by any third party. Further rights of PROVIDER shall remain unaffected.
10.4 Obligation to Inform
10.4.1PROVIDER shall notify CUSTOMER in advance of any anticipated measures according to section 10.3 above, and grant CUSTOMER an appropriate period of time to remedy such violations before PROVIDER performs any of the measures described in section 10.3. This shall not apply if such measure does not allow any delay.
10.4.2CUSTOMER shall immediately notify PROVIDER if circumstances occur in connection with Services which might result in claims against CUSTOMER or PROVIDER. Upon PROVIDER’s request, CUSTOMER shall immediately provide any and all information associated with such circumstances.
10.4.3CUSTOMER shall inform PROVIDER without delay about any unauthorized access to the Services, access information, or systems of PROVIDER, or networks connected with a Server of PROVIDER or a service provider used by PROVIDER as a result of including but not limited to hacking, password mining or other means of cyber crime.
§ 11 Other Rights and Obligations
11.1 Granting of Licenses
The Parties grant each other only those licenses and rights which have been expressly specified and agreed. No other rights shall be granted.
11.2 Settlement of Disputes
Any disputes or complaints shall be settled amicably, if possible. In particular, each party shall allow the other party to fulfill its obligations within a reasonable additional time limit before it initiates legal steps because of non-fulfillment of obligations under these Terms.
11.3 Force Majeure
PROVIDER shall not be liable for any delay or failure to fulfill its obligations, to the extent that this is caused by any event of force majeure – this shall include, in particular, war, terror, terror warnings, official orders, strikes, offences and attacks from the internet as well as by users of the application itself (e.g. malware, viruses, worms, “denial-of-service attacks”, “Trojan horses”), the failure of communication networks, including if they occur at sub-suppliers of PROVIDER – and PROVIDER as the party affected by the event of force majeure had not been able to prevent the delay or failure by taking adequate precautionary measures.
11.4 No Transfer of Rights
Unless otherwise expressly agreed, CUSTOMER shall not be entitled to market Services, or parts thereof, under this contract, or to make them available to any third party.
11.5 Qualified Staff
PROVIDER shall use employees who are qualified to fulfill its obligations arising from these Terms.
11.6 Data protection
According to Art. 6 GDPR the PROVIDER is entitled to process personal data of the CUSTOMER for the fulfillment of business purposes. The data is stored at the PROVIDER. The CUSTOMER hereby acquires knowledge in accordance with Art. 13, 14 GDPR. The CUSTOMER has a right of information as well as a right to correction, blocking and deletion of his stored data. In addition, the CUSTOMER may object to the processing or use of his personal data in accordance with Art. 21 GDPR. The objection must be addressed to the controller designated in the data privacy statement.
In addition, the parties commit themselves to conscientious fulfillment and compliance with all data protection regulations. For the avoidance of doubts the CUSTOMER remains responsible at all times of his data within the meaning of the rules on data protection. The CUSTOMER undertakes to ensure that no personal data of third parties are made available within the framework of the use of the Service. If the CUSTOMER violates this obligation, he shall indemnify and hold harmless the PROVIDER from all legal consequences of the breach.
Insofar as the PROVIDER is to process personal data in the CUSTOMER’S order, the parties will conclude an agreement on the data processing in accordance with Art. 28 GDPR in good time before commencement of the corresponding activity.
For all information in connection with the handling and protection of personal data of the CUSTOMER, the PROVIDER refers to its separate privacy policy as displayed on the portal Privacy Policy.
§ 12 Amendments to the Contract
12.1 Price Adjustment
12.1.1To the extent that the CUSTOMER orders service from PROVIDER which are rendered by third-party service providers, and if such services become subject to any price increases, said increased prices shall be passed on by PROVIDER to the CUSTOMER accordingly. The change shall be limited to the amount of the actual cost increase, which the provider discloses to the customer upon request.
The same shall also apply to price increases resulting from any amendment in legislation, taxes or disposal costs. If PROVIDER becomes aware of any price increase before commissioning of the third-party service provider takes place, PROVIDER shall notify the CUSTOMER of such price increase before the third-party service provider is commissioned. In the event that any price increases arise after the commissioning, a price increase can only be claimed by the PROVIDER for the future. In any case, the CUSTOMER has a special right of termination after notification of the price increase, which can be exercised in writing immediately after notification if the price increase exceeds 5% of the initial price.
12.1.2The parties shall agree upon any price increases for any services, which are rendered by PROVIDER and not by third-party service providers, on the basis of the following elements:
a.) All prices shall be subject to an agreed adjustment, which shall be made with effect from 1 January of each year. The first adjustment agreement shall be concluded using the Producer Price Index for IT Services for Germany (“IT Services PPI”) of the first contract year published by the German Federal Office of Statistics (Statistisches Bundesamt) as a basis of comparison. In case the parties have entered into a contractual agreement to continue the Services after the first 90 days, each year during the term of this contract the parties shall agree upon the adjustment of the prices, no later than thirty (30) business days after the publication of the IT Services Index with effect from January 1st of the respective year. Any adjustment shall be made in a maximum amount of 5%.
b.) In the event that the German Federal Office of Statistics ceases to publish said index or changes the content or the format to a significant extent, the parties to the contract shall replace the index by another appropriate basis of assessment.
c.) In the case that the German Federal Office of Statistics publishes any other index which might be a more appropriate basis of assessment, the parties to the contract shall agree to replace the index, either in whole or in part, by the chosen index or by a combination of the chosen indexes.
12.2 Changes of the Agreement
PROVIDER is entitled to change these conditions without further notice. Changes are published on the relevant SNP webpage. CUSTOMER is therefore advised to monitor such published changes regularly. CUSTOMER may terminate its account if the changes are not reasonably acceptable.
§ 13 Miscellaneous
13.1 Applicable Law; Place of Jurisdiction
The Services and all claims arising from and in connection with these Terms shall be governed by and construed in accordance with the Laws of the Federal Republic of Germany excluding the UN Convention on Contracts for the International Sale of Goods (CISG). Conflict-of-law rules do not apply.
The exclusive place of jurisdiction relating to any disputes resulting from the Services shall be Heidelberg (Germany), unless another place of jurisdiction is stipulated by law.
13.2 Severability
Should individual provisions be or become partly or wholly invalid, the validity of the contract in its entirety and the effectiveness of the remaining provisions shall remain unaffected. In such case, the parties agree to negotiate a provision in good faith taking into account the mutual interest of the parties.
13.3 Written Form Requirement
Any agreement which includes a change of, amendment to or specification of the terms and conditions of this Contract, as well as any representations regarding properties and other representations, any other special agreements between the parties, and any declarations influencing legal relations (e.g. termination notices, reminders, or notices) shall not be effective, unless made in writing. The written-form requirement is also met by sending an E-Mail or fax.
13.4 Previous Agreements
Upon acceptance of this Terms, all previous oral and written agreements relating to the use of Services shall become invalid.