General Terms and Conditions

1.

Contractual partner, scope of application, definitions

1.1.

Your contractual partner (hereinafter also referred to as "customer") is BLACKPIN GmbH,
Jägerstraße 2/1, D- 73430 Hüttlingen (hereinafter: "BLACKPIN"; or "we" or "us").

1.2.

Our contractual terms and conditions shall apply exclusively; we shall not recognize any terms and conditions that conflict with or deviate from our contractual terms and conditions unless we agree to their validity in writing. Our contractual terms and conditions shall also apply if we perform our services without reservation in the knowledge of terms and conditions that conflict with or deviate from our contractual terms and conditions. Our contractual terms and conditions shall also apply to all future transactions.

1.3.

Users are all persons authorized by the customer within the purchased number of user seats who use our services, in particular the app.

1.4.

Admin is the person appointed by the customer as administrator.

1.5.

Platform is the internet platform offered by us at www.blackpin.app, including all functions through which we offer and provide our services. App is the app offered for download by BLACKPIN under the "BLACKPIN" brand, including all functions through which we offer and provide our services.

1.6.

Content is all content created by users and/or the admin (in particular texts, photographs, images, graphics, drawings, videos, films, music, sounds) on the platform and/or in the app.

1.7.

User data is all data or content that users upload, transmit or otherwise transfer on or via the platform and/or app and that enables identification of the user or third parties.

2.

Services provided by BLACKPIN

2.1.

BLACKPIN offers access via the app to functions and services that help the customer or the persons working for the customer to communicate within the customer's organization. The app enables secure teamworking in an encrypted and closed system. Users communicate, exchange data and archive it. Communication is fully encrypted and data is archived on the basis of the highest certified German medical standards. User data and content are only stored in Germany.
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BLACKPIN's services consist solely of the provision of services; no specific success is owed. Details on the scope of the platform and the app as well as the associated communication options can be found at www.blackpin.app and in the Scope of Services document.

2.2.

As part of our main performance obligation, we offer an average availability of the platform of 99% per month within the scope of the technical and operational possibilities of us and our provider. Within this framework, we are entitled to shut down the platform for the purposes of updating or technical inspection and maintenance. The user agrees to all shutdowns - even short-term and unannounced - that are necessary or useful for technical reasons. In return, we undertake to carry out such shutdowns only at times when the retrieval of data is minimal.

2.3.

Service uptime is calculated as 100% less downtime, where downtime is the total number of minutes per month in which a user-accessible application is unavailable to users for 15 or more consecutive minutes, divided by the number of available minutes in such month, excluding scheduled downtime. Calculated as follows:
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Service availability (in minutes) = Planned service availability - (Planned downtime + Unplanned downtime)
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Service availability (in percent) = (Service availability (in minutes) / (Planned service availability (in minutes) - Planned downtime (in minutes)) * 100%
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If the cause of the unavailability cannot be determined or is disputed, a joint review will be conducted with the user and any other third-party providers involved (if necessary) to jointly agree on an appropriate allocation of responsibility for the unavailability to the relevant party(ies). The results of the service availability review shall be made transparently available to all parties.
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If the applications accessible to the user have an availability of less than 99% in a given month, the user shall be entitled to a service availability credit from BLACKPIN, as defined in the table below. The amount of the service availability credit shall be based on the amount of the current monthly platform fee as agreed between BLACKPIN and the user. If a service availability credit is granted, it will be credited to the user within the month following the month in which the service outage occurred. The credit will be offset against the next monthly platform fee or, in the case of a terminated contract, transferred to the account normally used to pay the monthly platform fee.
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Service credit/refund. If the actual service availability for the service in a given calendar month is less than the service availability guarantee, the user will receive a credit equal to a percentage of the monthly platform fee for that month in accordance with the table below:

3.5.

2.4.

Data backup
BLACKPIN's service provider shall back up the data for the customer.

2.5.

Training or instruction is not part of BLACKPIN's services. However, the customer may book training by BLACKPIN against payment of a separate fee.

2.6.

Insofar as we offer services free of charge, we shall be entitled to change, restrict or no longer offer these services at any time and without prior notice. Services provided free of charge do not constitute material contractual obligations on our part.

3.

Support by BLACKPIN

3.1.

BLACKPIN shall provide support either via a ticket system provided by BLACKPIN or by e-mail or telephone.

3.2.

Error reports from the customer via the ticket system must be adequately documented (in particular user, contact details, process carried out, software/web browser used, problem description).

3.3.

If the support requires access to the system, this is usually done by remote maintenance.

3.4.

The following error classes are distinguished in relation to the app and platform:
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Serious error: Error in which it is no longer possible to use the app and platform in a meaningful way, e.g. occurrence of program or transaction aborts (MK 3),
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Major error: Error in which the use of the app and platform is only possible with great difficulty, but is still possible (MK 3),
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Minor error: Error that only has a minor impact on the use of the app and platform (MK 2),
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Minor error: Error that has no impact on the operability of the app and platform, in particular the correction of write errors or visual errors (MK 1).
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The error class shall be specified by the customer, stating objective reasons. BLACKPIN is entitled to object to the classification, also stating objective reasons.

3.5.

During the term of the service and support contract, BLACKPIN shall provide its services within the
following response and recovery time:

3.5.

3.6.

A working day within the meaning of this contract is Monday to Friday between 09:00 am and 05:00 pm.

3.7.

Response time within the meaning of this contract is the period between receipt of an error message by BLACKPIN via the ticket system and an initial response by BLACKPIN. A response time may also extend over several working days. For clarification: If an error message is received via the ticket system at 04:00 pm on a working day, BLACKPIN shall respond by 02:00 pm on the next working day if the response time is eight hours.

3.8.

Troubleshooting within the meaning of this contract is the period from delivery of the error message to BLACKPIN via the ticket system until successful resolution of the problem by BLACKPIN.

4.

Technical requirements for users

4.1.

A web browser is required for the contractual use of the platform. A smartphone or tablet or other comparable device with the iOS (version 12 or higher) or Android (version 9 or higher) operating systems is required for the app.

4.2.

In addition, every user requires a provider for an internet connection. The user is solely responsible for errors or downtimes of their provider.

5.

Content of the customer and users

5.1.

The customer bears sole responsibility for all content, for its correctness and legal admissibility. In particular, the customer and each user warrants that the content posted does not violate the rights of third parties, in particular copyrights, personal rights, design rights and/or trademark rights of third parties, and does not violate legally valid regulations, in particular competition law and/or criminal law and/or data protection law.

5.2.

BLACKPIN itself has no access to the content and undertakes not to read the content and/or use it for its own purposes.

6.

Further obligations of the customer and users

6.1.

No user may store or upload data on the platform and/or the app that, due to its type or nature (e.g. viruses, corrupted files, "Trojan horses" or other contaminating or destructive features), size or duplication (e.g. spam), is likely to endanger the existence or operation of our data centre or data network or that of third parties commissioned by us. The customer shall not take any measures that could place an unreasonable or disproportionately large load on our infrastructure or cause damage or disrupt the functioning of our systems or services.

6.2.

If the content posted by the customer or its users is protected by copyright, trademark law or other intellectual property rights, the customer shall grant BLACKPIN a non-exclusive right of use for the reproduction of the protected content for the duration of the contract, in particular the corresponding reproduction, distribution and editing rights and the right to make it publicly available.

6.3.

The customer, the admin and the user are obliged to exercise the greatest possible care when using passwords, usernames or other security devices provided in connection with our services and to ensure that they are not disclosed to third parties. The user shall be liable for any damage caused by the unauthorized use of passwords by unauthorized third parties.

6.4.

Insofar as the customer is subject to statutory or other documentation obligations, these shall remain exclusively with the customer. Only the customer shall be responsible for ensuring that these documentation obligations are complied with.

6.5.

The customer shall be fully liable to BLACKPIN for any misconduct by its users and the admin appointed by it.

7.

Remuneration of BLACKPIN

7.1.

Unless otherwise individually agreed between BLACKPIN and the customer, BLACKPIN shall be entitled to the following remuneration:

6 EUR / per user /per month, =< 200 users
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Staggered depending on the number > 200 users /price by arrangement
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The customer is entitled to increase the number of users. In this case, BLACKPIN's remuneration shall be automatically adjusted to the new number of users and increased from the corresponding month. If the customer falls into a price category with a lower fee per user per month due to the increased number of users, BLACKPIN will charge this lower fee per user per month.
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A reduction in the number of users is only possible with BLACKPIN's consent.

7.2.

BLACKPIN's remuneration shall be paid to BLACKPIN quarterly in advance.

7.3.

For additional training booked by the customer (online or on-site) in the form of a workshop, BLACKPIN shall receive a flat-rate daily allowance of EUR 980/per day plus VAT. The place and time shall be determined by mutual agreement between the parties. This flat-rate remuneration is due no later than 2 weeks after the agreed date of the training.

8.

Offsetting and right of retention

8.1.

Any counterclaims may only be offset if the counterclaims are undisputed or have been legally established.

8.2.

A user may only refuse or withhold performance based on any counterclaims if the counterclaims are undisputed or have been legally established.

9.

User data

9.1.

The customer alone shall be responsible for the admissibility of the processing of user data under data protection law.

9.2.

BLACKPIN shall only act as a processor for the customer within the meaning of Art. 28 GDPR. Details shall be governed by a corresponding order processing contract. BLACKPIN itself has no access to user data and undertakes not to pass on user data and/or use it for its own purposes.

10.

Notifications and consent to advertising

10.1.

BLACKPIN is entitled to inform all users about malfunctions, updates and upgrades, new functions, etc. of the app. This information can be provided either via the app or by e-mail.

10.2.

BLACKPIN shall also be entitled to send advertising, newsletters, etc. by e-mail to an e-mail address provided by the customer. The customer consents to this and may revoke their consent to BLACKPIN at any time. The revocation can be made at any time either by clicking on a corresponding link in the advertising e-mail or by sending a corresponding e-mail from the customer to BLACKPIN.

11.

Duration of contract - termination

11.1.

The duration of the contract results from the respective services used and the corresponding conditions or individual agreements for this. If no individual notice period or notice period recognizable from the special provisions has been agreed, a minimum contract term of three months is agreed. Thereafter, either party may terminate the contract with one month's notice to the end of the month.

11.2.

Notwithstanding the foregoing, the contract may be terminated prematurely by either party without notice for good cause, which exists in particular
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a) for BLACKPIN, if the customer defaults on payment despite a reasonable reminder and/or the customer or its user posts content contrary to Section I.5.1,

b) for both parties if the other party breaches a material contractual obligation and/or insolvency proceedings are opened against the assets of the other party despite a reasonably limited reminder combined with a request to remedy the situation.

11.3.

Any termination or reminder must be made in writing (e-mail is sufficient) in order to be effective.

12.

Reference advertising

12.1.

BLACKPIN shall be entitled to use the customer's name, logo and/or trademark for self-promotion purposes in all types of media for an unlimited period of time and even after the end of the contract.

13.

Miscellaneous

13.1.

The language of the contract shall be German. Even if the text of the contract is translated into another language, the German text of the contract shall remain binding.

13.2.

In addition to these provisions, all legal relationships between the user and us shall be governed by German law, in particular the service contract law of the German Civil Code, excluding the provisions of the Convention on Contracts for the International Sale of Goods (CISG) of April 11, 1980.

13.3.

With merchants, the place of jurisdiction shall be the registered office of BLACKPIN; however, we shall also be entitled to take legal action at other statutory places of jurisdiction. With other users, the place of business of BLACKPIN shall only be agreed as the place of jurisdiction if the user in question has no general place of jurisdiction in the Federal Republic of Germany.

13.4.

Should one or more of the contractual provisions be invalid or void, this shall not affect the validity of the remainder of the contract.