1. Preliminary Remarks
Under the domain beta.crossgo.com, crossgo GmbH, address: Pfarrgasse 7a, 71263 Weil der Stadt, Germany (hereinafter “crossgo”) operates a website-based, partially fee-based service through which customers can use a self-consulting platform. The purpose of the service is to create the technical platform for the necessary data collection and processing and to enable the customer to access it via a telecommunications connection (e.g., the Internet) and to use the functionalities of the service. The Service is aimed exclusively at legal entities and/or their representatives.
(1) The following General Terms and Conditions (“GTC”) apply to all business transactions between crossgo and its customers. They also apply if they are not mentioned in subsequent contracts.
(2) crossgo provides its services/websites/services exclusively on the basis of the following GTC and the service descriptions provided. Furthermore, the definitions which can be accessed at https://www.crossgo.com/de/begriffsbestimmung apply for explanation purposes.
(3) Rights to which crossgo is entitled according to statutory provisions beyond these GTC remain unaffected.
(4) Deviating, conflicting and/or additional terms and conditions of the customers do not apply and do not become part of the contract, even if crossgo has not expressly objected to them.
(5) These GTC shall also apply if crossgo unconditionally performs the agreed service in the knowledge of conflicting or deviating terms and conditions or does not attach these GTC to future transactions in individual cases.
(6) The contractual language is German.
3. Services, extra services and remuneration
(1) Unless otherwise agreed, a contract shall be concluded at the respective agreed price conditions and in the scope of services described in these General Terms and Conditions.
(2) crossgo reserves the right to expand, change or improve the service at any time. Restrictions of the scope of services are only possible if this is unavoidable for legal or technical reasons or if the customer agrees to this upon request by crossgo. The customer’s consent is deemed granted if the customer does not object to a corresponding notification by crossgo in text form within a period of 10 working days from receipt of the notification.
(3) crossgo reserves the right to change prices as of the next renewal date. The customer will be notified of the changed prices at least four weeks before the next renewal date to the e-mail address used by the customer. In the event of a price increase, the customer shall have an extraordinary right of termination, which enables him to terminate the contractual relationship within a period of 14 days after receipt of the notification of the price increase as of the respective next renewal date. The date of receipt of the email informing the customer of the price increase shall be decisive for the calculation of the period. Reference is made to section 3 (6) of these General Terms and Conditions.
(4) Technical changes and minor deviations of the crossgo services / websites / services are reserved insofar as they are reasonable for the customer. If the crossgo services / websites / services are technically improved after the conclusion of the contract, a claim to use the previous, unimproved version is excluded. If the customer cannot reasonably be expected to use the technically improved version due to the particular circumstances of the individual case, he may terminate the agreement for cause, to the exclusion of any further rights. The termination must be declared immediately in text form.
4. Conclusion of contract, term of contract, termination, receipt of declarations of intent, deletion of data upon termination of contract
(1) crossgo is entitled to include the data transmitted by customers in the crossgo services / websites / services. The customer consents to the use of the data transmitted by him by crossgo for the purpose of fulfilling the contract for the duration of the contract and the time beyond. This consent also includes the required use of trademarks, logos, company names, and other identifiers for the presentation of the evaluations on the end devices of the crossgo services / websites / services and in the context of crossgo’s communication (e.g. in articles in magazines, forums, blogs, and other editorial websites).
(2) The possibility to use the crossgo services / websites / services does not constitute an offer, but only an invitation to submit an offer. By initiating an order process within the crossgo services / websites / services, the customer makes an offer to conclude a contract on the use of the crossgo services / websites / services. crossgo accepts this offer by issuing an order confirmation. Only through this acceptance does the contract between the customer and crossgo come into effect. crossgo is not obligated to conclude the contract.
(3) The term of a contract depends on the selected term of the booked service.
(4) Unlimited contracts can be terminated with a notice period of one month to the end of the month. Fixed-term contracts may also be terminated with one month’s notice to the end of the contract. If the contract is not terminated, it shall be automatically extended.
(5) Notice of termination must be given in text form.
(6) The right to terminate for good cause remains unaffected. Good cause for crossgo exists in particular, but not conclusively, if the customer violates the obligations of § 6 paragraphs 2, 3, 4, 5 and/or 7.
(7) After termination of the contract, crossgo is entitled to permanently delete the customer’s data stored on its servers from the use of the crossgo services / websites / services, in particular history data. The customer himself is responsible for a data backup.
5. Prices, payments, due date
(1) Unless an explicit price has been agreed, the prices quoted in the price list on the website apply to the contractual services of crossgo and are net prices. The respective statutory value-added tax is also owed.
(2) The fees are billed monthly (1st day of the calendar month) in advance. Billing can only take place via SEPA direct debit mandate. The customer will receive an invoice in the form of a standing invoice containing all necessary details as a PDF file via e-mail.
(3) In the event of default, crossgo may, after issuing a reminder, suspend its services until payment is made. In the event of default, crossgo is entitled to immediately block access and/or ASP services for the customer as well as for the users designated by the customer.
(4) The customer is responsible for the use of the crossgo services / websites / services. The billed monthly contributions cannot be reclaimed
7. Rights of use and obligations
(1) Insofar as the customer and/or the users authorized by him place content that is protected by copyright or otherwise capable of being protected by property rights or know-how protection in crossgo services/websites/services or make such content available in any other way, in particular by actively granting crossgo the right to transfer data, they grant crossgo and its customer, free of charge, the necessary, non-exclusive, worldwide and perpetual rights to use such content exclusively for the purpose of providing the service and only to the extent necessary for this purpose.
(2) With regard to other content not covered by clause 6.1, in particular user interaction data, which the customer or a user appointed by him posts in crossgo services / websites / services or makes available to crossgo in any other form, crossgo is entitled to include, reproduce and process this data in its products and services in anonymized form. In order for crossgo to offer the respective service, the data may have to be stored and hosted on servers. In particular, crossgo is entitled to technically duplicate, modify, and analyze the data. In particular, crossgo is permitted to aggregate this data on an industry-specific and cross-industry basis and to process it in this aggregated and anonymized form for the purpose of providing the service.
(3) The customer is obligated to use the crossgo services / websites / services / crossgo in accordance with these GTC and the relevant legal provisions. In the event of serious violations, crossgo is entitled to block access and/or terminate without notice at any time.
(4) The customer assures cossgo that he has taken all necessary measures to inform crossgo users who become active for him in the course of the paid service about the type and scope of data processing by crossgo as commissioned data processor. Furthermore, the customer warrants that all users who are active on crossgo services/websites in the course of a paid service have consented to the data processing of their personal data.
(5) Should the customer use the crossgo services / websites / services of crossgo for a company, he declares his legally binding agreement to the validity of these contractual terms for this company, whereby the personal obligation of the customer under the contract remains unaffected. The user authorized by the customer indemnifies and holds crossgo and the companies affiliated with crossgo as well as employees, representatives and staff harmless from any legal proceedings or claims arising in connection with the use of the crossgo services / websites / services or the violation of these terms and conditions, including all claims and costs resulting from lawsuits, losses, damages, legal proceedings and judgments as well as court and attorney fees.
(6) The customer undertakes in particular to use all content made available to him via the crossgo services / websites / services exclusively for the intended purpose and only for his own use. Statistical graphics and screenshots are excluded from this obligation, provided that the copyright of crossgo is preserved and the origin of such documents remains clearly identifiable as coming from crossgo. In the case of digital use of such documents, they must be linked to the homepage www.crossgo.com.
(7) With the conclusion of a contract, the customer assumes the exclusive responsibility that the contents have been carefully selected or correspond to the truth in terms of content. Contents that violate existing laws – in particular criminal law, copyright, competition law, etc. – or the rights of third parties – e.g. trademark, personality, copyright, etc. – are not permitted. – or violate the rights of third parties – e.g. trademark rights, personal rights, rights to a name, etc. – may not be used by the customer. – may not be administered by the customer. The customer shall fully indemnify crossgo against any claims of third parties that are asserted due to such content and shall bear the costs incurred by crossgo for any necessary legal representation.
(8) crossgo is not obligated to check the contents posted by the customer for their legal admissibility or for a possible infringement of third-party rights. If crossgo becomes aware of unlawfully managed content, crossgo is entitled, at its discretion, to delete the content in whole or in part without prior notification of the customer or to block its retrievability. In particular, the right to delete is given if transmitted data have illegal or improper content, violate the rights of third parties, and/or violate these GTC. Claims of the customer due to justified deletion or justified blocking of the retrievability are excluded.
(9) If the use of the crossgo services / websites / services requires or includes downloadable software from crossgo, crossgo grants the customer the personal, worldwide, non-transferable, non-exclusive and, unless expressly indicated otherwise, free right to use the software provided by crossgo within the scope of the services for the duration of the contractual relationship. The sole purpose of this grant of rights of use is to enable the customer to use the crossgo services/websites/services provided by crossgo in accordance with the terms and conditions set forth herein. The customer is not entitled to reproduce, modify, distribute, sell, or lease any part of the crossgo services / websites / services or the software contained in the service. Furthermore, the customer may neither reverse engineer this software nor attempt to extract its source code. Exceptions apply only to the extent that they are mandatorily permitted by law or crossgo has given its written consent thereto.
(10) It is the responsibility of the customer to inform crossgo in due time about the withdrawal of usage rights regarding his employees and to request a blocking of their access to services / websites / services offered by crossgo. The notification must be made by e-mail to support[at]crossgo.com. crossgo will initiate the blocking of the user account within a period of 5 working days after receipt of the e-mail. Any costs incurred by the user within this period shall be borne in full by the customer.
8. Data protection
The Parties mutually undertake not to use or disclose any confidential information or information marked as confidential of the other Party, unless expressly agreed otherwise or in order to fulfil the obligations under this Agreement or if required by law, regulation or court order.
10. Reservation of self-delivery, obstacles to performance
(1) Since essential parts of the crossgo services / websites / services, in the sense of hosting, are procured from suppliers, the delivery obligation of crossgo is subject to timely and correct self-delivery.
(2) Impediments to performance for which crossgo is not responsible lead to a corresponding extension of the performance period. This applies in particular to lack or absence of self-supply (para. 1), force majeure, war, natural disasters, traffic or operational disruptions, official measures and industrial disputes as well as the violation of duties to cooperate or obligations of the customer. Crossgo is entitled to withdraw from the contract if the impediment to performance persists for an unacceptable period of time and the purpose of the contract is jeopardized. If the impediment lasts longer than 2 months, the customer is entitled to withdraw from the contract with regard to the part not yet fulfilled, unless he is entitled to withdraw from the contract as a whole.
It is at the sole discretion of crossgo to use subcontractors and/or other technical service providers for the provision of services. If the customer grants crossgo rights of use, reproduction rights, or similar rights, crossgo is entitled to grant sublicenses to these persons with respect to these rights to the extent necessary for the performance of the service obligations by the subcontractors and/or technical service providers.
12. Availability, downtime
crossgo guarantees an availability of its Internet web servers of 97% on an annual average and reserves the right to temporarily restrict the contractual services with regard to capacity limits, maintenance work, and security-related measures. With regard to the aforementioned availability guarantee, periods in which the web server of crossgo is not accessible due to malfunctioning of the telephone lines to the contractual server, power failures and Internet malfunctions, DDOS attacks and the like, as well as failures of third-party servers and other problems that are beyond the control and/or responsibility of crossgo, are not taken into account.
(1) Unless expressly stated in these GTC, neither crossgo nor the companies affiliated with crossgo, suppliers or sales partners of crossgo make specific representations with respect to the services or assume guarantees in this regard. For example, crossgo does not make any representations regarding the content in the Services, specific functionalities of the Services, or the reliability or suitability of the Services for the purposes of the customer.
(2) A guarantee is also not assumed with regard to possible actions displayed or otherwise communicated in the customer’s service, in particular with regard to a success that can actually be achieved with this. A binding statement/recommendation is not possible, in particular due to the always rapidly and unpredictably changing technical developments in the market. The compliance with indicated possibilities of action is at the sole risk of the customer.
(3) crossgo is liable
– for damages to life, limb and health caused by a negligent or intentional breach of duty by crossgo, its legal representatives and/or vicarious agents;
– according to the product liability law;
– according to the Data Protection Act;
– in the event of intent and gross negligence;
– for fraudulent intent and
– in the event of the assumption of a guarantee, in particular for the quality or availability.
Insofar as the damage is based on the absence of the guaranteed quality or availability, but does not occur directly on the subject matter of the contract itself, crossgo is liable only if the concrete risk of damage is obviously covered by the guarantee.
(4) In addition, crossgo is liable for damages caused by simple negligent breach of such contractual obligations, the fulfillment of which enables the proper performance of the contract in the first place and on the fulfillment of which the customer regularly relies and may rely. The same applies to claims of the customer for damages in lieu of performance. However, crossgo is liable only to the extent that the damages are typically associated with the contract and are foreseeable.
(5) Crossgo is liable for damages resulting from a delay in performance only to the extent that crossgo has acted intentionally or with gross negligence. Otherwise, the rights of the customer in the event of delay remain unaffected.
(6) Claims of customers for damages are limited to 50% of the average annual contract volume per damage event (maximum liability amount), unless they are covered by the insurance policies taken out and are based on intentional or grossly negligent actions of crossgo or the vicarious agents employed by crossgo.
(7) If neither intent nor gross negligence or a guarantee by crossgo are present, crossgo is not liable for indirect damages of the customer, such as lost profits.
(8) The strict liability of crossgo for damages is excluded.
(9) It is the responsibility of the customer to inform crossgo about the termination of employees entitled to use the service or the withdrawal of their rights of use. Damages or costs incurred by the customer due to non-notification or delayed notification of the withdrawal of the right of use will not be reimbursed by crossgo. The same applies to costs incurred by the customer within a period of 3 working days (Monday to Friday) after notification of the discontinuation of the right of use. The notification of the lapse of the right of use must be made in text form.
14. Set-off, retention, prohibition of assignment
(1) The customer is only entitled to set-off, retention or reduction, even if notices of defects or counterclaims are asserted, if the counterclaims are legally established or undisputed and/or the set-off claim arises directly from the same contractual relationship.
(2) The customer is not entitled to assign claims against crossgo to third parties. Such assignments are invalid vis-à-vis crossgo in any case, unless expressly agreed otherwise, at least in text form.
15. Cut-off time
In the case of current invoices, the customer must immediately review the statements of account, closing statements, and balance determinations of crossgo for correctness and completeness. crossgo may exclude accrued interest on arrears from the statements of account and balance determinations and invoice them separately. Objections to the statement of account and the determination of balances must be raised within 30 days of receipt; other objections must be raised without delay. Failure to raise objections in due time shall be deemed approval. When notifying statements of account, balances and other settlements, crossgo will make special reference to the consequences of failure to raise objections in due time. Legal claims in the event of justified objections after the deadline remain unaffected.
16. Severability clause, deviations and amendments
(1) Subsidiary agreements have not been made. Amendments and supplements to these terms and conditions are only valid if they have been confirmed in writing by a managing director with sole power of representation or an authorized signatory of crossgo. All individual agreements must be recorded in writing without delay. Orders placed by the customer or special conditions requested by the customer are deemed accepted only upon written confirmation by crossgo. The written form requirement pursuant to sentence 3 is also met when using e-mail.
(2) Should individual or several provisions be invalid, this shall not affect the validity of the remaining agreements. The ineffective provision shall be replaced by a provision that corresponds in a legally permissible manner to the economic sense and purpose of the ineffective provision.
(3. If the parties have not notified each other of any change of their respective addresses, a declaration of intent to be made to the other party shall be deemed to have been made by sending a registered letter to the last known address. In this case, the declaration shall take effect at the time at which it would have been received if there had been no change of address.
17. Final provisions
(1) German law shall apply exclusively.
(2) Place of performance and exclusive place of jurisdiction is, to the extent permitted by law, the registered office of crossgo. However, crossgo is also entitled to sue the customer at his place of business.
(3) crossgo is entitled to change or amend the GTC. The customer will be informed in due time about planned changes to the GTC. The customer is deemed to have given his consent if he does not object to the change or amendment within one month of receipt of the notification.