Daniel Berndt, Rudolf-Reusch-Str. 23D, 10367 Berlin, Germany (“Provider”) provides a service by way of a collaboration tool for teams that allows its users to organize projects online (“Codecks”). These general terms and conditions (“Terms of Service”) apply to the use of Codecks, accessible via website or, if applicable, via mobile application.
- The contractual relationship between Provider and the users of Codecks is governed exclusively by these Terms of Service in the version valid at the time that the agreement (“Agreement”) is concluded. Any deviation to the Terms of Service by users of Codecks will not be valid without Provider’s express consent. Users of Codecks’ conflicting or deviating terms and conditions are not a part of the contract and are not accepted unless Provider has expressly agreed to their application in writing. This also applies if Provider performs its services without reservation and in full knowledge about conflicting or deviating terms and conditions of users of Codecks.
- Any references made to statutory provisions serve the purpose of clarification only. Even without explicit reference statutory provisions may apply, unless these Terms of Service deviate directly, or the statutory provisions are explicitly excluded.
Subject matter of the Agreement
- Description: Codecks means a collaboration tool that assists teams in the organization of projects online and is available to users via a browser or, if applicable, via a dedicated mobile application (“App”). For the use of Codecks an account with the Provider is required (“Account”) and the users need access to a user account (“User Account”). After logging in, users may upload project data like information, data, text, photographs, videos, audio clips, written posts and comments, software, scripts, graphics, and interactive features generated, provided, or otherwise made accessible on or through Codecks (collectively “Content”) during the Period of Use ( 2.2.). Users will be able to store detailed description of work to be done (tasks or to-dos) along with assets they need to share amongst themselves (documents, images, videos), and milestone descriptions, subject to the availability of the service ( 7).
- Period of Use: Users may use Codecks during the period of time the Subscription Fee is paid for ( 6.) and/or, if applicable, during the period Codecks is offered as a free trial (“Period of Use”).
- Beta Version: In the event that Codecks is explicitly offered as a beta version, Provider may impose limits on the use of or access to the closed and/or open beta version of Codecks without notice. Provider will notify users of the beta version of the commercial launch of Codecks by an appropriate notice on the website and/or via email.
Identity of service Provider and contractual partner
10367 Berlin, Germany
VAT ID number: DE293554966
Conditions of use: Storage, Devices
- Storage: The Content is stored on servers provided by Amazon Web Services (https://aws.amazon.com/de/) located in Frankfurt am Main, Germany, or by a comparable data processing service center provider with servers located within the European Union (EU) or the European Economic Area (EEA).
- Devices: Use of Codecks requires compatible end user devices, (mobile) internet access via Chrome, Firefox, Safari and Internet Explorer (Codecks works best with up-to-date browser versions), and may require periodic updates. Users are responsible for creating the technical requirements to access Codecks and keeping them up-to-date and secure.
Users, Account, Administrator, User Account:
- Users: Codecks is a tool to assist teams with the organization of projects. The teams may consist of employees of a company or of individuals (“Team”). In order for a Team to use Codecks, they need to designate an administrative contact (“Administrator”) for the Team who has power of attorney to act as representative for the Team.
- Account: In order to use Codecks, the Team needs to establish an Account with the Provider. The Administrator will set up an Account for the Team. By setting up the Account, a subdomain for the Team is established. The Administrator is the billing contact for the Team in respect of the Account and is able to invite users via email to collaborate on a project.
- User Account: After receiving an invitation by an Administrator, registered users (“Users”) have access to that Administrator’s Account, users not yet registered need to establish a User Account first by entering their email and a password of their choice. Use of an avatar is optional.
- Administrators and Users respectively are solely responsible for maintaining the confidentiality and security of the Account and the User Account from the user side, and for all activities that occur on or through the Account and User Account. Administrators and Users must protect the login data and all passwords against unauthorized access.
- Administrators and Users are not allowed to use the login data of others without prior consent or share their login data with other users or third parties. Transfer of the Account or User Account to third parties is prohibited without the express consent of Provider.
- Temporary Disabling of Account: If the Subscription Fee is overdue, Provider may temporarily disable the Account after notifying the Administrator until the payment is made. While the Account is disabled, Users are still able to log-in to their User Accounts but are unable to access the Content respectively the Content may only be viewed. Repeated or continued late payment of the Subscription Fee may lead to the Account being permanently disabled (cf. Section 188.8.131.52.)
- Use of Codecks is available for a fee (“Subscription Fee”) as set forth in the price list („Price List”) unless the use is expressly offered as a free trial. As a rule, the fee is charged monthly and the Administrator will receive the invoices and other payment related notifications for the Team in respect of the Account. For current rates please refer to the Price List. In the event the Subscription Fee is overdue, the Administrator will receive notification.
- Provider cooperates with the payment provider Stripe (https://stripe.com/de)). Methods of payment depend on availability. Costs charged by the payment provider for the payment method chosen by the administrator of the Account are as a rule to be borne by the Team.
- Any and all costs and expenses regarding the internet connection charged by telecom providers or other vendors are solely borne by the Team.
Availability of Service
- In principle, Codecks is offered world-wide, without geographical limitations, however subject to Users being technically able to establish a (mobile) internet connection with Codecks’ servers. This means that whether Codecks is accessible to Users at all times and at the Users’ location may depend on technical circumstances for which Provider is not responsible, namely Users’ (mobile) internet connection.
- Codecks may have the available capacity of 95% of access for Users on average per month within the framework of the technical and operational conditions. However, this does not constitute a respective guarantee. Disruption arising outside the operations of Provider, such as severe weather or faults and failures of the internet or mobile networks, is excluded from this calculation of availability. During a beta test phase, lower availability is possible.
- Provider nevertheless strives to provide access to Codecks for all Users 24 hours a day, 7 days a week. Temporary operational interruptions due to standard maintenance and inherent disruptions of the internet due to third party providers or third party network operators as well as instances of force majeure are possible. Theft, general internet downtimes or other circumstances shall be treated as force majeure, if they are unforeseeable, severe and have not been caused by any fault of Provider. Provider shall, if this is possible and reasonable under the circumstances, immediately notify Users about the occurrence of such an event. Provider shall do everything within its control to achieve a fast removal of such downtimes. Accordingly, no continuous access to Codecks is warranted to the Users.
- With regard to mobile devices and the internet error free performance is not warranted. In particular, Provider is not liable for the continuous availability of its technical system, nor for the completeness, accuracy or up to date nature of the information made available by the Users or for errors in the transmission of data.
Concluding a binding contract
- Only an Administrator may establish an Account for a Team. Users invited by Administrators may use Codecks once they have established a User Account. By using Codecks the Users conclude a legally binding contract with Provider and agree that these Terms of Service will apply if Users choose to access or use Codecks and/or related services subject to the following provisions. The foregoing applies to Administrators establishing Accounts for Teams mutatis mutandis.
- Step-by-step description of how a binding contract with Provider regarding Codecks is concluded:
- The presentation of Codecks on the website or via App as such will not constitute a binding offer by Provider but is intended merely as an invitation to treat (invitation to bargain), similar to a non-binding display in a catalogue.
- Establishing an Account will constitute a binding offer by the Administrator for the Team; establishing a User Account will constitute a binding offer by the respective users.
- A legally binding agreement with Provider will become effective at the moment that Provider actually takes up the service for the Teams respectively the registered users.
- Provider reserves the right to refuse Administrators’ respectively the users’ offers until and/or unless Provider accepts the above actions by Administrators respectively Users and accordingly provides access to Codecks.
- If the Account is temporarily disabled (cf. Sections 5.6., 13) the contract remains in force and these Terms of Service continue to apply.
Right of Withdrawal
If Administrators and/or Users are consumers according to Section 13 of the German Civil Code (BGB) (“Consumers”) they may exercise their right of withdrawal from this contract (please refer to Section 20 for details). A consumer means every natural person who enters into a legal transaction for purposes that predominantly are outside his trade, business or profession.
Responsibility for Content, Data and/or Information by Users
Provider assumes no responsibility for data, information and/or other content provided by Users of Codecks or for content on linked external sources. In particular Provider does not warrant that such data, information and/or other content is true, or does or does not serve a specific purpose.
- For the term of this Agreement, Provider grants a restricted, non-exclusive, non-transferable, non-sub–licensable, and revocable right of use in Codecks to Users and Administrators insofar and to the extent necessary to enable the agreed use of Codecks.
- Users and Administrators are entitled to access Codecks on one or more end devices for the purpose of organizing projects or to process data contained in Codecks.
General obligations of Users / Administrators:
Users and Administrators hereby agree and acknowledge
- to only make public such information or content within Codecks as is permitted to be made available to the public including via the Internet that do not breach the rights of third parties;
- to comply with applicable laws and all rights of third parties when using Codecks;
- not to make public such information or upload content, if applicable, that is racist, inhuman, offensive or immoral while using Codecks;
- not to upload, offer or distribute any pornographic content, or to advertise or offer pornographic products or products contrary to the protection of young persons or make public any such information while using Codecks;
- not to upload Content protected by law (e.g. copyright, trademark, patent, or utility model or design law) or to advertise, offer or distribute goods or services without being entitled to do so while using Codecks;
- not to block, overwrite, modify or copy Codecks completely or in part to more than the extent necessary for the proper use of Codecks;
- not to act by any means which affects the functionality of the infrastructure of Codecks, in particular to overstrain it.
- Provider reserves the right to review any content uploaded within Codecks for compliance with statutory provisions and these Terms of Service but is under no duty to do so.
Blocking and other legal consequences of violations by Users/Administrators
Without prejudice to any other legal or contractual rights, Provider can partially or completely exclude Users and Administrators who breach laws, third party rights, the terms and conditions of this Agreement, from individual parts or functions or the entire further use of Codecks, temporarily or permanently, without liability, unless the respective Users and/or Administrators are not responsible for the infringement. Provider may also temporarily or permanently block such Users&’; and/or Administrators’, access to Codecks. Users and/or Administrators, who have been blocked or excluded, are not permitted to re–register or use Codecks without the prior consent of Provider.
Limitation of Liability
- Provider is liable without restriction according to the statutory provisions under the applicable law for damages of Users and/or Administrators caused by intentional or grossly negligent conduct and for personal injury and damages according to the German Product Liability Act (Produkthaftungsgesetz)
In all other cases, Provider’s liability for damages – irrespective of the legal grounds – shall be limited as stipulated in the provisions below unless a guarantee accepted by Provider says otherwise:
- Provider shall only be liable for damages caused by slight negligence to the extent that such damages result from violating essential contractual obligations (cardinal duties, Kardinalpflichten), i.e. such obligations whose fulfillment is a prerequisite for properly fulfilling the Agreement and which Users and/or Administrators may normally expect. Accordingly, insofar as Provider is liable for slight negligence, Provider’s liability shall be limited to the typically foreseeable damage.
- Provider’s liability for damages caused by loss of data and/or programs due to slight negligence is limited to the typical cost of restoration, which would have been incurred in case of regular and appropriate data backup by the Users and/or Administrators.
- The provisions of the above 2. apply accordingly to a limitation of the obligation to indemnify for futile expenses (Art. 284 German Civil Code, BGB).
- The above limitations of liability apply in favor of Provider’s vicarious agents as well.
- Insofar as the providing of Codecks’s services can be considered a lease contract under German civil law, Provider shall not be liable according to section 536a subsection 1 of the German Civil Code (BGB), and this statutory provision shall not be applicable (meaning: no warranty without culpability for defects present from the outset).
- Provider is not liable for costs incurred by the Users and/or Administrators for services which are expressly not offered by Provider, in particular costs for data transfer to or from the Users’ and/or Administrators’ mobile devices.
Term and Termination
- Term: This Agreement is concluded for an indefinite period of time.
- Termination by Administrators for the Team: This Agreement may be terminated by Administrators for the Team at any time without having to give a reason by sending an email to Provider at help@codecks.
- Termination by Individual Users: Individual Users may simply cease to use Codecks without giving notice to the Provider but remain bound by this Agreement until their Administrator terminates the Agreement with respect to the Account for the whole Team.
Termination by Provider:
- Provider reserves the right to terminate this Agreement with respect to the Account with a notice period of ninety (90) days, effective at the end of a month, by sending notification to the Administrator.
- Provider reserves the right to terminate this Agreement with a notice period of thirty (30) days, effective at the end of a month, for an Event of Default by sending notification to the individual Users respectively the Administrator. “Event of Default” shall mean any of the following events:
- With respect to individual Users: Users who are at fault for being in continued or repeated breach of statutes, third party rights or these Terms of Service in spite of a written warning by Provider sent to the email address provided by the Users.
- With respect to Administrators: Continued or repeated late payment of the Subscription Fee in spite of a written warning by Provider sent to the email address provided by the Administrator.
- Termination for Cause: The right to terminate for a compelling reason without prior notice remains unaffected.
- Any notice with regard to termination has to be in writing (email will suffice).
Effects of Termination:
- In all cases except in the case of a termination by the Provider with respect to an individual User (cf. 184.108.40.206.) once the termination becomes effective, the respective Account will be permanently disabled, meaning Administrators may no longer access the Account and Users may not be granted access to their User Accounts or any files or other Content accessible via the User Account. Upon Administrator’s request Provider will make reasonable effort to delete all Content as much as is technically possible but Administrators and Users are made aware that in case of a long history of backups it might not be possible to remove the Content completely.
- In case of a termination by the Provider with respect to an individual User (220.127.116.11.) the Provider will terminate the respective User Account, thereby completely excluding the individual User from the entire further use of Codecks, and such Users are not permitted to re–register or use Codecks without the prior consent of Provider.
Governing Law, place of performance, place of venue, no class actions:
Choice of Law:
- This Agreement and all disputes arising from it shall be governed by and construed in accordance with German law, with the exception of the CISG, even if Administrators and/or Users have their residential or business seat abroad.
- If Administrators and/or Users are Consumers, this choice of law shall only apply insofar as the consumer is not deprived of such protection which is provided by mandatory statutory provisions, i.e. which cannot be waived by private agreement, of the country in which the consumer has his habitual residence.
- The place of performance is Berlin, Germany.
- Place of Venue: In case Administrators and/or Users are merchants (“Kaufmann”) in terms of the German Commercial Code (HGB), or have no general place of jurisdiction inside Germany, or if Administrators and/or Users relocate their residence or habitual abode out of the country, or if Administrators’ and/or Users’ residence or habitual abode is not known at the time of institution of legal proceedings, the exclusive jurisdiction for all present and future claims from this Agreement shall be in Berlin, Germany. Mandatory provisions of the European Union Regulation (EC) No 44/2001 (Council Regulation on jurisdiction and the recognition and enforcement of judgments in civil and commercial matters) shall remain unaffected hereby.
- By agreeing to these Terms of Service, in the event of any claim Administrators and/or Users may have arising from or related to Codecks or these Terms of Service, Administrators and/or Users agree that they hereby waive any right to participate in any type of law suit brought and/or maintained as a class action or similar in nature to a class action in the United States of America.
Modifications of these General Terms and Conditions
Provider may change these Terms of Service at its sole discretion from time to time with regard to future use. In that case Provider will notify the Administrators and Users of such changes in text form (i.e. email), particularly highlighting any differences in regard to the version previously in force. Administrators and/or Users may object to such changes to the Terms of Service according to the following provisions: Administrators and/or Users need to direct their objection against the changes to the Terms of Service (“Modifications”) to Provider within six (6) weeks after receipt of Provider’s notification concerning the Modifications (“Modification Notice”). To comply with the time limit, the objection must be received by Provider within the time limit. If the Administrators and/or Users do not object in due time, the Modifications will be deemed accepted and the modified Terms of Service will become an integral part of the Agreement. The Provider Modification Notice will expressly refer to this effect and to the form and time limit of the objection. In the event of an objection in due form and time, the Agreement will remain in force in its unaltered version. In this case, Provider may terminate the Agreement with a period of thirty (30) days, if for Provider the adherence to the unmodified Agreement is economically or technically impossible or cannot reasonably be expected.
Language of the Agreement
This Agreement is concluded in the English language.
Saving and retrieving the text of the Agreement
The text of this Agreement is logged and stored by Provider. Administrators and Users may store and retrieve the details and text of this Agreement by accessing these Terms of Service at any time on Provider’s internet homepage and websites, in the then current version. Outdated versions are not held available, however. Administrators and Users may download and print this document, using the appropriate functions of their browser (typically “print file”, “save as” or similar).
For Consumers: Right of Withdrawal
You have the right to withdraw from the contract within 14 days without giving any reason. The withdrawal period will expire after 14 days from the day of the conclusion of the contract. To exercise the right of withdrawal, you must inform us
10367 Berlin, Germany
of your decision to withdraw from this contract by an unequivocal statement (e.g. a letter sent by post, fax or e-mail). You may use the attached model withdrawal form, but it is not obligatory.
To meet the withdrawal deadline, it is sufficient for you to send your communication concerning your exercise of the right of withdrawal before the withdrawal period has expired.
Effects of withdrawal
If you withdraw from this contract, we shall reimburse to you all payments received from you, including the costs of delivery (with the exception of the supplementary costs resulting from your choice of a type of delivery other than the least expensive type of standard delivery offered by us), without undue delay and in any event not later than 14 days from the day on which we are informed about your decision to withdraw from this contract. We will carry out such reimbursement using the same means of payment as you used for the initial transaction, unless you have expressly agreed otherwise; in any event, you will not incur any fees as a result of such reimbursement.
Model withdrawal form
Complete and return this form only if you wish to withdraw from the contract.
(*) Delete as appropriate.
10367 Berlin, Germany
I/We (*) hereby give notice that I/We (*) withdraw from my/our (*) contract for the provision of the following service,
Name of consumer(s),
Address of consumer(s),
Signature of consumer(s) (only if this form is notified on paper),