Terms & Conditions

Scope of Application, Definition of Terms

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1. The following general terms and conditions (hereinafter: “T&C’s“) apply to all contracts and services that are concluded with Makula Technology GmbH (hereinafter: “Makula“), business address Bachstr. 12, ℅ Next Big Thing AG, 10555 Berlin, Germany, registered in the Commercial Register of the Charlottenburg District Court under HRB 228987 B. They set forth the terms and conditions under which Makula is willing to sell its software-as-a-service product (hereinafter: “SaaS” or “SaaS Service“) to Customers.
2. These T&C’s shall apply exclusively to the contracts concluded with us. Any conflicting and/or additional general terms and conditions of the Customer are hereby rejected; they shall not apply unless we have expressly agreed to them in text form.
3. These T&C‘s shall apply to all present and future contracts. This shall also apply if, in the case of future contract conclusions, the Customer is not again expressly informed by us of the application of these T&C’s.

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Offer and Conclusion of the Contract

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1. Contracts with Makula are concluded individually with the respective contractual partner by negotiating an order sheet. They become valid with the effective signature of both parties.
2. Our employees are only entitled to agree on verbal agreements under the condition (condition precedent) that these agreements are confirmed by us immediately and in text form.

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Subject matter of the contract

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1. Makula is a SaaS provider that enables engineering companies and machine distributors to digitalize their after sales service and contact with their customers. This is made possible through the use of Makula’s mobile and web-based applications. Makula reserves the right to modify the software within the scope of continuous improvement and further development during the term of the contract, provided that the achievement of the purpose of the contract is not jeopardized thereby, the modifications are reasonable for the customer and they do not lead to any significant restriction of the contractually agreed services.
2. We provide the SaaS to the Customer for use by way of software-as-a-service in the respective agreed version at the router exit of the data center in which the server with the software is located (“Transfer Point“). The Customer shall receive the non-exclusive and non-transferable right to use the software for the duration of the contract within the scope of the SaaS Services as intended.
3. The Customer is thereby enabled to use the software stored and running on the servers of Makula or of a service provider commissioned by Makula during the term of this contract via an internet connection for its own purposes and to store and process its data with its help.
4. The software, the computing power required for its use and the required storage and data processing space are provided by Makula. Makula is not responsible for establishing and maintaining the data connection between the Customer’s IT systems and the described Transfer Point.
5. The Customer may only process the software to the extent that this is covered by the intended use of the software according to the respective contractual agreements. The Customer may only duplicate the software to the extent that this is covered by the intended use of the software according to the respective contractual agreements. Necessary duplication includes loading the software into the RAM on Makula’s server, but not the even temporary installation or storage of the software on data carriers (such as hard disks or similar) of the hardware used by the Customer.
6. The Customer is not entitled to make the SaaS available to third parties for use against payment or free of charge. This does not include the intended use of the software between the customer and its end customers. The Customer is expressly not permitted to sublet the SaaS.

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Obligations of the Customer, Blocking

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1. The Customer undertakes not to use the SaaS for illegal purposes or purposes that violate the law, official requirements or the rights of third parties. He shall prevent unauthorized access to the SaaS by third parties by taking appropriate precautions. For this purpose, the Customer shall, to the extent necessary, instruct its employees to comply with copyright law.
2. The Customer is obliged to check his data and information for viruses or other harmful components before entering them and to use state-of-the-art virus protection programs for this purpose.
3. Notwithstanding Makula‘s obligation to back up data, the Customer itself is responsible for the entry and maintenance of its data and information required for the use of the SaaS Services. In particular, the Customer shall perform a regular and complete data backup itself or have it performed by a third party and shall be solely responsible for this. If the Customer suffers damage due to the loss of data, Makula shall not be liable for this, as far as the damage would have been avoided by a regular and complete backup of all relevant data by the Customer.
4. Makula is entitled to immediately block the Customer if there is a reasonable suspicion that the Customer is using the SaaS for illegal purposes and/or infringes third party rights. A reasonable suspicion for an illegality and/or a violation of rights exists in particular if courts, authorities and/or other third parties inform Makula thereof. Makula shall immediately notify the Customer of the block and the reason for it. The block is to be lifted as soon as the suspicion is invalidated.
5. The Customer is obligated to ensure that its own customers (end customers) with whom it uses Makula’s software comply with the obligations of this Section 4.

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Term and Termination

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1. The term and termination of the contract shall be governed by the respective order sheet.
2. The right of either party to terminate the contract without notice for good cause remains unaffected. If the Customer is responsible for the reason for termination, the Customer shall be obligated to pay Makula the agreed remuneration less any expenses saved by Makula until the date on which the contract would end at the earliest in the event of ordinary termination.
3. Notices of termination must be in text or written form according to §§ 126, 126b BGB – German Civil Code) (email sufficient)

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Availability

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1. The availability of the SaaS is 99% on an annual average. In addition, the necessary time for the installation of updates and for maintenance work will be deducted from this. These will be carried out between 0 and 5 a.m., if possible
2. Makula points out that impairments in the use of the SaaS may occur which are beyond the control of Makula, e.g. due to technical conditions in the area of internet connection which cannot be influenced by Makula or due to the technical infrastructure used by the user. Should the functionality or availability of the SaaS be reduced due to such reasons, this shall not be considered as poor performance.
3. Functional impairments have to be reported by the Customer immediately. A right of the Customer to take action himself (e.g. resulting from Section 536 [2] BGB) is excluded.

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Support

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1. A support case exists if the Software does not fulfill (overall or in individual cases) the contractual functions.
2. The reporting of faults regarding the Software/support cases shall be made by e-mail to support@makula.io. If the Customer reports a support case, it shall provide a description as detailed as possible of the respective malfunction in order to enable the most efficient troubleshooting possible