§1 Scope of application, subject matter of the contract
These General Terms and Conditions of Use govern the provision of the software application Millio - hereinafter referred to as MILLIO - between CLOUDWORX GmbH, Rupert-Mayer-Straße 44, Building 64.07a, 81379 Munich, Germany, as provider of MILLIO (hereinafter referred to as "CLOUDWORX"), and companies, including non-profit recognized organizations (hereinafter referred to as "CUSTOMER"). CLOUDWORX only recognizes terms that contradict or deviate from these General Terms of Use if CLOUDWORX has agreed to their validity in writing.
MILLIO facilitates, simplifies and accelerates payment transactions, including the related accounting and merchandise management system, with business partners who also use the Salesforce online platform (www.salesforce.com). A clear description of how MILLIO works, how it is installed and how it is operated can be found at www.millio.com.
With the paid purchase, the CUSTOMER obtains the technical possibility and authorization to access and use MILLIO, which is hosted on servers of Salesforce (salesforce.com) or contractual partners of Salesforce, by means of telecommunication within the scope of this contract.
In addition to the conclusion of a respective contract for the use of MILLIO, the CUSTOMER (i) is a registered user of the Salesforce platform (www.saleforce.com) and thus has accepted Salesforce's general terms and conditions and terms of use, respectively, and (ii) when using MILLIO, accepts the general terms and conditions of use of the payment service provider finAPI and thus concludes a respective contract with finAPI.
CLOUDWORX itself is not a payment service provider within the meaning of the Payment Services Directive 2 (PSD2). The communication between the CUSTOMER and the respective bank, including the necessary identity verification, necessary for payment processing is not provided by CLOUDWORX, but by the certified payment service provider finAPI (www.finapi.io).
§2 Conclusion of contract / test version
Upon conclusion of the user agreement and installation of MILLIO via the Salesforce AppExchange platform (appexchange.salesforce.com), MILLIO is available to the CUSTOMER for one month free of charge for testing purposes. The test phase after conclusion of the contract does not apply if MILLIO has already been downloaded as part of a test subscription and used for a period of up to one month.
During the test phase after conclusion of the contract, the contract of use may be terminated at any time by simple declaration in text form (e-mail to support@millio.com is sufficient).
§3 Rights of use of the software
The CUSTOMER is granted the non-exclusive and non-transferable right to access MILLIO by means of telecommunication and to use the functionalities associated with MILLIO by means of a browser for the duration of the contract as intended. The current scope of the functionalities is described on the PROVIDER's website www.MILLIO.com.
The CUSTOMER is not entitled to use MILLIO beyond the use permitted under this contract, to have MILLIO used by third parties against payment or free of charge or to make it available to third parties. In particular, the CUSTOMER is not permitted to reproduce, sell or temporarily make available to MILLIO or parts thereof, in particular not to rent or lend MILLIO or parts thereof.
Persons who access MILLIO on behalf of and for the purposes of the CLIENT, such as tax consultants, external accounting service providers, lawyers, auditors or tax authorities, are not third parties in the sense of this provision.
§4 Warranty / Support / Updates
CLOUDWORX guarantees the functionality and operational readiness of MILLIO in accordance with the provisions of this Agreement, in addition to the statutory provisions. The warranty only applies to the current version of MILLIO, unless a malfunction described by the CUSTOMER would have occurred even if the updates offered by CLOUDWORX had been installed.
Defects must be reported exclusively by e-mail to support@millio.com. In addition to a description of the defect symptoms, the defect report should preferably include a screenshot showing the error message. CLOUDWORX is entitled to up to three attempts to remedy the reported defect within a reasonable time. If this does not succeed even after the third attempt to remedy the defect, the CUSTOMER may terminate the contract of use with immediate effect. The customer terminates by deactivating MILLIO via his Salesforce account. A termination only declared to CLOUDWORX, in whatever form, shall only become effective when the CUSTOMER deactivates MILLIO via his Salesforce account.
CLOUDWORX shall provide updates of MILLIO at irregular intervals in order to eliminate minor defects or to bring about system improvements. As soon as an update is available, the CUSTOMER will be informed. The updates must be downloaded and installed by the CUSTOMER independently. CLOUDWORX shall not be obliged to remedy defects that are due to the fact that the CUSTOMER has not or not completely installed updates.
§5 Interruption and impairment of accessibility
The availability of MILLIO is subject to the availability of the services of Salesforce as well as the services of finAPI, especially the teleservices and servers of these companies.
Adjustments, changes and additions of the services under the contract as well as measures to detect and eliminate malfunctions will only lead to a temporary interruption or impairment of the availability if this is absolutely necessary for technical reasons.
CLOUDWORX expressly points out that it is not responsible for the quality of the CUSTOMER's own Internet access.
§6 Obligations of the CUSTOMER
Prior to the purchase of MILLIO, the CUSTOMER is required to have entered into a license agreement with Salesforce, thereby accepting the General Terms and Conditions of Use of the Salesforce platform, including the AppExchange platform.
In the context of the use of MILLIO, the CUSTOMER is obliged to conclude a separate user agreement with the financial service provider finAPI.
The CUSTOMER is responsible for entering and maintaining the data and information required for the use of MILLIO. In particular, he/she has to make suitable back-up copies and secure his/her data available in the system until the termination of the contract.
The CUSTOMER shall refrain from attempting to access information or data without authorization, either himself or through unauthorized third parties, or to interfere or allow to interfere with programs provided by the PROVIDER.
§7 Remuneration / due date / terms of payment
The CUSTOMER agrees to pay CLOUDWORX for the provision of MILLIO the fee shown for the billing period on the Salesforce AppExchange (appexchange.salesforce.com) plus statutory VAT. In the event of a price increase, the CUSTOMER may terminate the User Agreement at the end of the next billing period.
The billing period is one month. The first billing period begins with the conclusion of the MILLIO Usage Agreement. The remuneration is due for payment no later than on the 3rd working day from the beginning of the respective billing period.
Payment is made by direct debit. For this purpose, a current billing address and a SEPA direct debit mandate are to be deposited by the customer in the MILLIO customer area.
§8 Blocking of use / liability
Claims for damages against CLOUDWORX are excluded regardless of the legal basis, unless CLOUDWORX, its legal representatives or vicarious agents have acted with intent or gross negligence. CLOUDWORX shall only be liable for slight negligence if one of the essential contractual obligations has been violated by CLOUDWORX, its legal representatives or executives or vicarious agents. CLOUDWORX shall only be liable for foreseeable damages that can typically be expected to occur. Material contractual obligations are those obligations that form the basis of the contract, that were decisive for the conclusion of the contract and on whose fulfillment the CUSTOMER may rely. Claims based on data protection law are expressly not covered by this liability provision.
Neither Salesforce nor fin API are vicarious agents of CLOUDWORX, but independent contractual partners of CUSTOMER.
CLOUDWORX shall not be liable for the loss of data to the extent that the damage is due to CUSTOMER's failure to perform data backups and thereby ensure that lost data can be restored with reasonable effort.
§9 Data protection and data security
Personal data of the CUSTOMER will be stored, processed and, if necessary, transferred to third parties exclusively for the purpose of contract execution.
Data that is stored, processed and/or forwarded by CUSTOMER in the context of the application of MILLIO will not be stored or processed in any other way by CLOUDWORX. The CUSTOMER shall independently back up the data generated with MILLIO, if desired. CLOUDWORX does not back up any data in this respect; no data is stored or deposited in the context of MILLIO, for example in a MILLIO-internal database.
CLOUDWORX shall not retrieve, store, process or transfer any financial data of the CUSTOMER from finAPI to third parties.
CLOUDWORX is not a data processor within the meaning of data protection law, in particular the German Data Protection Ordinance (DSGVO).
§10 Declaration of exemption
The CUSTOMER shall indemnify CLOUDWORX against any claims for damages by third parties that are based on an illegal and culpable use of MILLIO by the CUSTOMER or are made with the CUSTOMER's approval. This applies in particular to data protection and copyright disputes arising from the use of MILLIO.
If the CUSTOMER realizes or must realize that such a violation is imminent, the CUSTOMER is obliged to inform CLOUDWORX immediately.
§11 Prohibition of set-off / right of retention
The CUSTOMER may only set off claims of CLOUDWORX against claims of CLOUDWORX if such claims are acknowledged or have been established by a court of law. The CUSTOMER shall not have the right to refuse performance, for example in the event of repeated failure to rectify defects. In this case the CUSTOMER is referred to his extraordinary right of termination.
§12 Term and termination
The contract of use is concluded for an indefinite period. Either party may terminate the contract of use with a notice period of two weeks to the end of the billing period.
The CUSTOMER terminates by deactivating MILLIO via its Salesforce account. A termination, in whatever form, declared only to CLOUDWORX shall only become effective after the CUSTOMER has deactivated MILLIO via his Salesforce account.
CLOUDWORX shall give notice of termination to the CUSTOMER at least in text form and subsequently deactivate MILLIO at the end of the billing period.
The right to extraordinary termination shall remain unaffected.
§13 Miscellaneous /Applicable law and jurisdiction
CLOUDWORX is entitled to transfer the rights and obligations arising from this Agreement to a group company within the meaning of Section 15 of the German Stock Corporation Act (Aktiengesetz) In this case CLOUDWORX shall inform the CUSTOMER in writing. In this case, the CUSTOMER shall be entitled to terminate the Agreement within a period of one month from receipt of the information.
German law shall apply to the contractual relationship between the parties.