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Terms of Service

Download as PDF: German version (original) | English version (convenience translation)

The present terms and conditions apply to the services (SaaS services, "Service") of Echometer GmbH ("Echometer"), which are provided to customers via my.echometerapp.com. The customer's general terms and conditions of business or purchase do not apply unless Echometer expressly agrees to their validity. With its services and terms and conditions, Echometer is aimed exclusively at entrepreneurs within the meaning of § 14 BGB. 

§1 service

  1. Echometer is an online tool for steering a continuous improvement process in agile teams and companies. By providing regular feedback on specific questions, teams can quickly identify the most important development areas and initiate an iterative improvement process by reflecting on the results in guided retrospectives.
  2. In addition to the online tool, Echometer offers services, such as workshops or consulting services, in connection with the use of Echometer. If a customer wishes, for example, individual support in the use of Echometer (e.g. through coaching, moderation and consulting services), this is possible through an individual agreement on service content and remuneration. In this case, the time and effort will be invoiced on the basis of the man-days incurred. In these cases, the order is placed as an order for the provision of services. A success is not owed.

§2 compensation

  1. Each remuneration is understood to be plus value added tax at the statutory rate at the time and place of performance of the service.
  2. Invoices are due upon receipt by the customer and are to be paid without deductions within thirty calendar days to the account specified on the invoice.
  3. Invoices are sent to the customer only electronically via email as a PDF.
  4. Echometer reserves the right to adjust its prices in the future in order to meet the quality requirements of its customers in a cost-covering manner. Price adjustments will be announced at least 4 weeks in advance. If a customer is in an annual subscription at the time of the time adjustment, the new price is only valid for the next contract year. If the customer objects to a price adjustment, Echometer has the right to terminate the contract with the customer on the next possible date of termination for exceptional reasons. 
  5. Consulting services are generally charged on a time and material basis.

§3 Support and other services subject to remuneration

  1. Echometer offers its support services by contacting you by email (email address: support@echometer.de) and the chat tool of the Echometer website.
  2. If a customer reports software errors to Echometer, Echometer will remedy them free of charge, since the regular improvement of the services is compensated with the respective subscription price. Error messages are prioritized and processed according to capacity. If a customer wishes a special prioritized handling of his error messages or requirements for the scope of functions, this can be agreed upon individually by separate agreement and remuneration.

§4 Term & termination

  1. When the termination of the contract takes effect, Echometer reserves the right to immediately block access to its services for the customer and its users. On request, the customer can have the contents processed with Echometer's services exported up to two months after the termination takes effect. After this period, Echometer reserves the right to completely delete the customer's access. Support services in connection with the termination will only be provided by Echometer upon request and, if necessary, against separate remuneration.
  2. The right to extraordinary termination of this contract for good cause remains unaffected. A good cause shall be deemed to exist for Echometer in particular if a cloud provider as upstream supplier discontinues or terminates the provision of the services required for the provision of the service in relation to Echometer with the consequence that Echometer is unable or unreasonable to comply with the regular period of notice.

§5 Change of services and regulations

  1. Should Echometer change these general terms and conditions during the duration of the contractual relationship with a customer, Echometer shall inform the customer of this. If the customer does not object to the validity of the new GTC within 2 weeks of this notification, the new GTC shall take effect. In the event of an objection, the old GTCs shall continue to apply. In this case, however, Echometer shall have the right to terminate the contract with a notice period of 4 weeks and, in the case of an annual subscription, to credit the remuneration proportionately. 
  2. Echometer reserves the right to change its services (services, software, support services, apps etc.) as well as the documents and attachments related to them (such as service description, service level, price model) at its own reasonable discretion, taking into account your interests, to reduce the scope of functions or to discontinue them. There is no claim to the provision of services with certain functionalities for certain operating systems (e.g. Windows, Mac OS), terminals or browsers. Echometer will inform its customers about such changes & settings in text form at least four weeks before they come into effect. Customers have the right to object to the change. If the customer objects to the change, both contracting parties have the right to terminate the contract extraordinarily.

§6 Maintenance & warranty for defects

In the event of material defects and defects of title in the case of purchase, rental and work services, the statutory provisions shall apply subject to the provisions of this section.

  • Defects in quality
      1. In the case of defects in quality, the customer shall first be entitled, at Echometer's discretion, to rectification of the defect free of charge or new delivery (hereinafter "subsequent fulfillment") within 4 weeks.
      2. In the case of rental, the strict liability for compensation for damages for defects existing at the time of transfer is excluded from § 536a para. 1 BGB. The customer's obligations as a merchant under §§ 377, 381 para. 2 HGB (German Commercial Code) remain unaffected.
  • Defects of title
    1. Echometer's services are provided to customers free of third-party rights. Customers must inform Echometer immediately in text form if they become aware of third-party rights to Echometer's services.
    2. If Echometer's services are actually encumbered with the rights of third parties after inspection, Echometer shall be entitled at its discretion to 
  • eliminate the rights of third parties or their assertion (e.g. by payment of licence fees), or
  • to change the services in such a way that the rights of third parties are no longer violated.
  • General
    1. If a defect cannot be remedied after two attempts at subsequent fulfillment, it must be checked before any termination or withdrawal whether the interests of the customer can be met by an alternative solution offered by Echometer.
    2. Warranty claims are void if you have made changes to the services or had them made by a third party without Echometer's prior consent or if the services are used by customers for a purpose not covered by this contract and the change or use contrary to contract is solely responsible for the occurrence of the defect. 
    3. Claims due to defects are subject to a limitation period of 12 months.

§7 liability

  1. In the case of simple negligence, liability is limited to the foreseeable damage typical for the contract. Apart from the violation of essential contractual obligations, liability for the compensation of indirect property damage and financial losses, in particular loss of profit, is completely excluded in the case of simple negligence. In the case of force majeure and the use of Echometers Services free of charge, Echometers' liability for simple negligence is completely excluded. 
  2. The parties shall be liable without limitation in terms of amount in the event of injury to life, body or health and in the event of wilful or fraudulent conduct. The same applies in the case of a written guarantee for the quality or durability of a service to be provided by Echometer.
  3. Echometer's liability according to the product liability law remains unaffected.
  4. Customers are responsible for the actions of their employees, legal representatives, vicarious agents and any other users of Echometers services as for their own actions.
  5. Both parties to the contract agree that twice the annual remuneration paid by you corresponds to the foreseeable, typically occurring damage. The aforementioned limitation of liability does not apply to damages resulting from injury to life, body or health, if Echometer has fraudulently concealed a defect or exceptionally assumed a quality agreement, or in case of intentional or grossly negligent action, as well as for claims under the Product Liability Act.

§8th General

  1. Echometer continuously improves its service. Customers should therefore be aware that the appearance and functionality of the service changes over time. This change may mean that functionalities are extended or changed or may be dropped. 
  2. The interoperability of the services provided by Echometer with your IT system or other hardware and software used by the customer is basically not an owed condition of the service.
  3. Echometer is not responsible for the operability and availability of software, hardware or other components and services that customers themselves maintain or have obtained from third parties. Illustrations, drawings as well as other materials in connection with Echometer's services (hereinafter referred to as "product information") serve exclusively for general presentation. They do not constitute a guarantee.
  4. For the services, SaaS solutions are subject to the provisions of tenancy law. Echometer is therefore obliged to maintain. Echometer carries out updates and other maintenance measures free of charge for customers, subject to the above-mentioned provisions on remuneration. The costs of further support services will be regulated individually if necessary. In addition to the maintenance measures, the statutory warranty law for rental defects applies.
  5. Echometer may purchase essential inputs for Echometers Services from external cloud providers. If the cloud providers make changes that would lead to a change in service, Echometer will try to offer customers alternative, comparable services. If no agreement is reached, both parties have the right to terminate this contract without notice for good cause.
  6. In the event of force majeure, Echometer is released from its obligation to provide the services. Force majeure is considered to be fire, explosion, flood, war, mutiny, blockade, embargo and industrial action for which Echometer or a subcontractor is not responsible.
  7. Echometer guarantees 98% availability of the service (calculated on a calendar month). If possible, Echometer will carry out maintenance work outside of normal business hours (weekdays 8 a.m. - 5 p.m., Berlin time zone). If there is a disruption of availability in the customer's sphere, Echometer is not responsible for this. 
  8. The customer agrees to use the interfaces offered by Echometer exclusively to a reasonable extent and for their intended purpose. Echometer reserves the right to block access to the interfaces offered by Echometer on the basis of user accounts and/or IP addresses if there are indications of misuse of the interfaces or of a danger to Echometer's systems. Customers further agree to keep their access data confidential and not to share them with third parties.
  9. The customer confirms that all account-related data provided by them (especially email, name, billing address and other payment data) are correct and complete. If the data provided should change after registration, the customer is obliged to change the information in his account immediately by himself.
  10. The customer must note that Echometer can register, deactivate and delete accounts. If Echometer has an indication that a customer is using his account contrary to the provisions of these GTC, against Echometer's terms of use or in an illegal manner, Echometer may deactivate or delete the account without prior notice.
  11. The customer agrees that Echometer may use the trade name or trademark of the customer as a reference in its marketing and sales documents, unless otherwise requested by the customer in text form.
  12. The user is solely responsible for the contents provided by users within the scope of using Echometers Services.
  13. When using Echometers services, customers are prohibited to:
  • violate the property rights of third parties such as trademarks, copyrights and rights to a name, 
  • harass other customers and/or third parties unreasonably, for example through unsolicited advertising (spam) as well as offensive or sexually oriented communication, 
  • unreasonably annoy other customers and / or third parties, e.g. through unsolicited advertising (spam) as well as suggestive or sexually oriented communication, 
  • use mechanisms, software and/or scripts within Echometers Services that go beyond the functionalities and interfaces provided with Echometers Services, in particular if Echometers Services are blocked, modified, copied or overwritten by this, as well as to 
  • attempt to access Echometer Services, their security systems or the contents available there by altering data (§ 303a StGB, German Criminal Code), computer sabotage (§ 303b StGB), falsification of evidentially relevant data (§ 269, 270 StGB), suppression of evidentially relevant data (§ 274 StGB), computer fraud (§ 263a StGB), spying on data (§ 202a StGB), interception of data (§ 202b StGB) or other criminal offences, whereby Echometer will report such attempts to the responsible public prosecutor's office.

§9 Customer's duty to cooperate

  1. Customers must ensure that all requirements for the contractual provision of Echometer's services are met in good time in their area of responsibility. The following provisions and cooperation are to be provided free of charge to Echometer, in particular by customers as ancillary service obligations:
    1. Provision of information, documents and data necessary for the provision of services in a format suitable for further processing or, if applicable, in the format agreed with customers.
    2. Reports of material and legal defects as well as malfunctions must contain a description of the problem (e.g. with screenshots, anonymised log files) including a priority assignment.
    3. In the case of security-relevant updates, Echometer reserves the right to adapt its services at short notice. Any resulting adjustments to the customer's IT systems must be carried out independently by the customer. If necessary, Echometer will provide its customers with support in this respect, depending on the scope of the necessary support, if necessary against payment.
  2. If a customer is in default with the acceptance of services or if you violate your obligations under this section, Echometer is entitled, after the unsuccessful expiry of a reasonable grace period, to charge Echometer for the actual expenditure incurred by Echometer for the provision of resources and the rescheduling of these or other resources that may be necessary at Echometer. This shall not apply if the customer is not responsible for the delays.

§10 Responsibility of the buyer

  1. Since Echometer only provides the technical and organizational platform for the use of its services, the contents posted by the customer and its users are external to Echometer. For the processing of these contents with Echometer's services, the customer grants Echometer the rights of use that are necessary for Echometer to provide the agreed services. If the customer processes text, image, graphic, audio or video files with Echometers Services, the customer must ensure that he is entitled to the necessary rights of use.
  2. The customer is responsible for the actions of the users and is liable for these as for his own actions. Customers must inform their users about their rights and obligations before using Echometers Services for the first time and obligate them to any terms of use applicable to Echometers Services. 
  3. Via links or functionalities of the service, the customer can access external websites and SaaS solutions that are not operated by Echometer and for which Echometer is not responsible. Such links or functionalities are either clearly marked or can be recognized by a change in the address line of the browser or a change in the user interface. 
  4. If the customer violates this contract, Echometer may impose sanctions (in particular deactivation or blocking of individual services, deletion of contents processed with the services and complete or partial blocking of access to the service) at its own reasonable discretion, taking into account the interests of the customer. The severity of the sanctions depends on the seriousness of the violation. Other claims remain unaffected, in particular Echometer's right to extraordinary termination for good cause.

§11 Customer's rights of use

  • Software usage & general
      1. Customers are granted a simple, non-exclusive right to use the Service, including new releases, for the duration of the contract and without territorial restrictions.
      2. Group companies of the customer are entitled to use the software within the scope of the selected subscription variants. This does not constitute an independent authority to sublicense or otherwise transfer your rights of use. This right of use shall end if the group company meets the requirements of an affiliated company within the meaning of §§ 15 et seq. AktG (German Stock Corporation Act) no longer exists for the group company.
      3. The customer is not entitled to exhibit, publicly display, in particular to make publicly accessible, edit, redesign, translate, decompile or otherwise alter the software. Their rights from §§ 69d para. 3, 69e UrhG (German Copyright Act) remain unaffected.
      4. Echometer is always entitled to use its services, including new releases, as well as general empirical knowledge, methods and procedures otherwise developed in connection with the contract for other purposes (making them available to third parties, as open source software, etc.).
  • Open source software
    1. "Open Source Software" ("OSS") means computer programs and material associated therewith (e.g. documentation or license terms), (i) which are generally passed on to third parties without separate remuneration, (ii) which may be processed by any users under restrictive conditions, and (iii) which is regularly disclosed to third parties in source code. If open source software is included in Echometer's software, Echometer grants its customers those rights to it that can be transferred to the customer according to the license conditions applicable to the customer.
    2. This paragraph applies accordingly to the use of open source software in connection with the commissioning and use of Echometer's software. Customers are permitted to use open source software, provided that they ensure that Echometer's rights to the software are not impaired by the rights of third parties due to a so-called "viral effect" of the open source software.

§12 Transfer to third parties

  1. Echometer is entitled to transfer the contract to a legal successor or a group company affiliated with Echometer without the customer's consent. The customer will be informed of this in text form at least two months before the planned transfer.
  2. A transfer of the contract to a third party requires the prior consent of the customer. In the event of an objection, the contract will continue unchanged. The objection shall be deemed to be an important reason for Echometer to terminate the contract without notice.

§13 confidentiality

Both parties undertake to treat the information exchanged within the framework of the joint business relationship as confidential and not to disclose it to third parties. This obligation shall apply for the duration of the contractual relationship and for 3 years thereafter. The obligation of secrecy does not apply to such information which is already known to the other party at the time of the conclusion of the contract or which becomes known during the term of the contract by third parties or other circumstances. 

§14 Legislation & Jurisdiction

  1. German law shall apply to the exclusion of the conflict of laws provisions; Art. 3 para. 3, para. 4 ROM I-VO (European law) shall remain unaffected.
  2. The parties undertake to conduct mediation in accordance with the DIS Mediation Rules 10 in the event of disputes arising from the entire contractual relationship. 
  3. An action is only admissible if a hearing has taken place within the framework of the mediation or if more than 60 days have elapsed since the request for mediation. 
  4. The place of jurisdiction for all disputes arising from the entire contractual relationship between the parties and from these General Terms and Conditions is Münster.

Download as PDF: English Version | Deutsche Version

These GTCs apply to the services (SaaS services and other services) of Echometer GmbH (also referred to as "Echometers Service", "Echometer") that are provided to customers via app.echometer.de. GTCs or other purchasing terms of customers do not apply unless Echometer explicitly agrees to their validity. With its services and general terms and conditions, Echometer is directed exclusively at companies within the meaning of § 14 BGB (German Civil Code). 

§ 1 Echometers service

  1. Echometer is an online tool for steering a continuous improvement process in agile teams and companies. By providing regular feedback on specific questions, teams can quickly identify the most important development areas and initiate an iterative improvement process by reflecting on the results in guided retrospectives.
  2. Echometer can be tested free of charge as part of a “free trial” for a period of 3 weeks. The free test phase ends automatically after 3 weeks and there is no obligation for the customer to place an additional order.
  3. In addition to the online tool, Echometer offers services, such as workshops or consulting services, in connection with the use of Echometer. If a customer wishes, for example, individual support in the use of Echometer (e.g. through coaching, moderation and consulting services), this is possible through an individual agreement on service content and remuneration. In this case, the time and effort will be invoiced on the basis of the man-days incurred. In these cases, the order is placed as an order for the provision of services. A success is not owed.

§ 2 Remuneration

  1. Each remuneration is understood to be plus value added tax at the statutory rate at the time and place of performance of the service.
  2. Echometer's invoices are due upon receipt by the customer and are payable without deductions within thirty calendar days to the bank account specified in the invoice.
  3. Echometer reserves the right to adjust its prices in the future in order to meet the quality requirements of its customers in a cost-covering manner. Price adjustments will be announced at least 4 weeks in advance. If a customer is in an annual subscription at the time of the time adjustment, the new price is only valid for the next contract year. If the customer objects to a price adjustment, Echometer has the right to terminate the contract with the customer on the next possible date of termination for exceptional reasons. 
  4. Consulting services are generally charged on a time and material basis.

§ 3 Support and further services subject to remuneration

  1. Echometer offers its support services by contacting you by email (email address: support@echometer.de) and the chat tool of the Echometer website.
  2. If a customer reports software errors to Echometer, Echometer will remedy them free of charge, since the regular improvement of the services is compensated with the respective subscription price. Error messages are prioritized and processed according to capacity. If a customer wishes a special prioritized handling of his error messages or requirements for the scope of functions, this can be agreed upon individually by separate agreement and remuneration.

§ 4 Registration process

  1. During registration, the user is asked for their e-mail address, their name and the desired name for the Echometer workspace (for example organization name). After submitting the registration form, users will receive an email from Echometer containing an access link to confirm the registered email address. This access link then allows the user to set a password. The access link is valid for 48 hours. If a user does not use this link, the user can use his e-mail address for a new registration after this period has expired.

§ 5 Duration & Termination

  1. When the termination of the contract takes effect, Echometer reserves the right to immediately block access to its services for the customer and its users. On request, the customer can have the contents processed with Echometer's services exported up to two months after the termination takes effect. After this period, Echometer reserves the right to completely delete the customer's access. Support services in connection with the termination will only be provided by Echometer upon request and, if necessary, against separate remuneration.
  2. The right to extraordinary termination of this contract for good cause remains unaffected. A good cause shall be deemed to exist for Echometer in particular if a cloud provider as upstream supplier discontinues or terminates the provision of the services required for the provision of the service in relation to Echometer with the consequence that Echometer is unable or unreasonable to comply with the regular period of notice.

§ 6 Change of services and regulations

  1. Should Echometer change these general terms and conditions during the duration of the contractual relationship with a customer, Echometer shall inform the customer of this. If the customer does not object to the validity of the new GTC within 2 weeks of this notification, the new GTC shall take effect. In the event of an objection, the old GTCs shall continue to apply. In this case, however, Echometer shall have the right to terminate the contract with a notice period of 4 weeks and, in the case of an annual subscription, to credit the remuneration proportionately. 
  2. Echometer reserves the right to change its services (services, software, support services, apps etc.) as well as the documents and attachments related to them (such as service description, service level, price model) at its own reasonable discretion, taking into account your interests, to reduce the scope of functions or to discontinue them. There is no claim to the provision of services with certain functionalities for certain operating systems (e.g. Windows, Mac OS), terminals or browsers. Echometer will inform its customers about such changes & settings in text form at least four weeks before they come into effect. Customers have the right to object to the change. If the customer objects to the change, both contracting parties have the right to terminate the contract extraordinarily.

§ 7 Maintenance & warranty for defects

In the event of material defects and defects of title in the case of purchase, rental and work services, the statutory provisions shall apply subject to the provisions of this section.

  1. Defects in quality
      1. In the case of defects in quality, the customer shall first be entitled, at Echometer's discretion, to rectification of the defect free of charge or new delivery (hereinafter "subsequent fulfillment") within 4 weeks.
      2. In the case of rental, the strict liability for compensation for damages for defects existing at the time of transfer is excluded from § 536a para. 1 BGB. The customer's obligations as a merchant under §§ 377, 381 para. 2 HGB (German Commercial Code) remain unaffected.

     

  2. Defects of title
    1. Echometer's services are provided to customers free of third-party rights. Customers must inform Echometer immediately in text form if they become aware of third-party rights to Echometer's services.
    2. If Echometer's services are actually encumbered with the rights of third parties after inspection, Echometer shall be entitled at its discretion to 
      • eliminate the rights of third parties or their assertion (e.g. by payment of licence fees), or
      • to change the services in such a way that the rights of third parties are no longer violated.

     

  3. General
    1.  
    1. If a defect cannot be remedied after two attempts at subsequent fulfillment, it must be checked before any termination or withdrawal whether the interests of the customer can be met by an alternative solution offered by Echometer.
    2. Warranty claims are void if you have made changes to the services or had them made by a third party without Echometer's prior consent or if the services are used by customers for a purpose not covered by this contract and the change or use contrary to contract is solely responsible for the occurrence of the defect. 
    3. Claims due to defects are subject to a limitation period of 12 months.

§ 8 Liability

  1. In the case of simple negligence, liability is limited to the foreseeable damage typical for the contract. Apart from the violation of essential contractual obligations, liability for the compensation of indirect property damage and financial losses, in particular loss of profit, is completely excluded in the case of simple negligence. In the case of force majeure and the use of Echometers Services free of charge, Echometers' liability for simple negligence is completely excluded. 
  2. The parties shall be liable without limitation in terms of amount in the event of injury to life, body or health and in the event of wilful or fraudulent conduct. The same applies in the case of a written guarantee for the quality or durability of a service to be provided by Echometer.
  3. Echometer's liability according to the product liability law remains unaffected.
  4. Customers are responsible for the actions of their employees, legal representatives, vicarious agents and any other users of Echometers services as for their own actions.
  5. Both parties to the contract agree that twice the annual remuneration paid by you corresponds to the foreseeable, typically occurring damage. The aforementioned limitation of liability does not apply to damages resulting from injury to life, body or health, if Echometer has fraudulently concealed a defect or exceptionally assumed a quality agreement, or in case of intentional or grossly negligent action, as well as for claims under the Product Liability Act.

§ 9 General

  1. Echometer continuously improves its service. Customers should therefore be aware that the appearance and functionality of the service changes over time. This change may mean that functionalities are extended or changed or may be dropped. 
  2. The interoperability of the services provided by Echometer with your IT system or other hardware and software used by the customer is basically not an owed condition of the service.
  3. Echometer is not responsible for the operability and availability of software, hardware or other components and services that customers themselves maintain or have obtained from third parties. Illustrations, drawings as well as other materials in connection with Echometer's services (hereinafter referred to as "product information") serve exclusively for general presentation. They do not constitute a guarantee.
  4. For the services, SaaS solutions are subject to the provisions of tenancy law. Echometer is therefore obliged to maintain. Echometer carries out updates and other maintenance measures free of charge for customers, subject to the above-mentioned provisions on remuneration. The costs of further support services will be regulated individually if necessary. In addition to the maintenance measures, the statutory warranty law for rental defects applies.
  5. Echometer may purchase essential inputs for Echometers Services from external cloud providers. If the cloud providers make changes that would lead to a change in service, Echometer will try to offer customers alternative, comparable services. If no agreement is reached, both parties have the right to terminate this contract without notice for good cause.
  6. In the event of force majeure, Echometer is released from its obligation to provide the services. Force majeure is considered to be fire, explosion, flood, war, mutiny, blockade, embargo and industrial action for which Echometer or a subcontractor is not responsible.
  7. The availability of the service may be limited. This applies in particular to periods during which maintenance work is carried out. Echometer will carry out such maintenance work outside normal business hours (weekdays 08:00 - 17:00, Berlin time zone) if possible. Echometer cannot guarantee the continuous storage of customer data. Echometer is not responsible for any disruption of availability in the sphere of the customer. 
  8. The customer agrees to use the interfaces offered by Echometer exclusively to a reasonable extent and for their intended purpose. Echometer reserves the right to block access to the interfaces offered by Echometer on the basis of user accounts and/or IP addresses if there are indications of misuse of the interfaces or of a danger to Echometer's systems. Customers further agree to keep their access data confidential and not to share them with third parties.
  9. The customer confirms that all account-related data provided by them (especially email, name, billing address and other payment data) are correct and complete. If the data provided should change after registration, the customer is obliged to change the information in his account immediately by himself.
  10. The customer must note that Echometer can register, deactivate and delete accounts. If Echometer has an indication that a customer is using his account contrary to the provisions of these GTC, against Echometer's terms of use or in an illegal manner, Echometer may deactivate or delete the account without prior notice.
  11. The customer agrees that Echometer may use the trade name or trademark of the customer as a reference in its marketing and sales documents, unless otherwise requested by the customer in text form.
  12. The user is solely responsible for the contents provided by users within the scope of using Echometers Services.
  13. When using Echometers services, customers are prohibited to:
    • violate the property rights of third parties such as trademarks, copyrights and rights to a name, 
    • harass other customers and/or third parties unreasonably, for example through unsolicited advertising (spam) as well as offensive or sexually oriented communication, 
    • unreasonably annoy other customers and / or third parties, e.g. through unsolicited advertising (spam) as well as suggestive or sexually oriented communication, 
    • use mechanisms, software and/or scripts within Echometers Services that go beyond the functionalities and interfaces provided with Echometers Services, in particular if Echometers Services are blocked, modified, copied or overwritten by this, as well as to 
    • attempt to access Echometer Services, their security systems or the contents available there by altering data (§ 303a StGB, German Criminal Code), computer sabotage (§ 303b StGB), falsification of evidentially relevant data (§ 269, 270 StGB), suppression of evidentially relevant data (§ 274 StGB), computer fraud (§ 263a StGB), spying on data (§ 202a StGB), interception of data (§ 202b StGB) or other criminal offences, whereby Echometer will report such attempts to the responsible public prosecutor's office.

§ 10 Obligation of the customer to cooperate

  1. Customers must ensure that all requirements for the contractual provision of Echometer's services are met in good time in their area of responsibility. The following provisions and cooperation are to be provided free of charge to Echometer, in particular by customers as ancillary service obligations:
    1. Provision of information, documents and data necessary for the provision of services in a format suitable for further processing or, if applicable, in the format agreed with customers.
    2. Reports of material and legal defects as well as malfunctions must contain a description of the problem (e.g. with screenshots, anonymised log files) including a priority assignment.
    3. In the case of security-relevant updates, Echometer reserves the right to adapt its services at short notice. Any resulting adjustments to the customer's IT systems must be carried out independently by the customer. If necessary, Echometer will provide its customers with support in this respect, depending on the scope of the necessary support, if necessary against payment.
  2. If a customer is in default with the acceptance of services or if you violate your obligations under this section, Echometer is entitled, after the unsuccessful expiry of a reasonable grace period, to charge Echometer for the actual expenditure incurred by Echometer for the provision of resources and the rescheduling of these or other resources that may be necessary at Echometer. This shall not apply if the customer is not responsible for the delays.

§ 11 Customer responsibility

  1. Since Echometer only provides the technical and organizational platform for the use of its services, the contents posted by the customer and its users are external to Echometer. For the processing of these contents with Echometer's services, the customer grants Echometer the rights of use that are necessary for Echometer to provide the agreed services. If the customer processes text, image, graphic, audio or video files with Echometers Services, the customer must ensure that he is entitled to the necessary rights of use.
  2. The customer is responsible for the actions of the users and is liable for these as for his own actions. Customers must inform their users about their rights and obligations before using Echometers Services for the first time and obligate them to any terms of use applicable to Echometers Services. 
  3. Via links or functionalities of the service, the customer can access external websites and SaaS solutions that are not operated by Echometer and for which Echometer is not responsible. Such links or functionalities are either clearly marked or can be recognized by a change in the address line of the browser or a change in the user interface. 
  4. If the customer violates this contract, Echometer may impose sanctions (in particular deactivation or blocking of individual services, deletion of contents processed with the services and complete or partial blocking of access to the service) at its own reasonable discretion, taking into account the interests of the customer. The severity of the sanctions depends on the seriousness of the violation. Other claims remain unaffected, in particular Echometer's right to extraordinary termination for good cause.

§ 12 Customer's rights of use

  1. Software usage & general
    1. Customers are granted a simple, non-exclusive right to use the Service, including new releases, for the duration of the contract and without territorial restrictions.
    2. Group companies of the customer are entitled to use the software within the scope of the selected subscription variants. This does not constitute an independent authority to sublicense or otherwise transfer your rights of use. This right of use shall end if the group company meets the requirements of an affiliated company within the meaning of §§ 15 et seq. AktG (German Stock Corporation Act) no longer exists for the group company.
    3. The customer is not entitled to exhibit, publicly display, in particular to make publicly accessible, edit, redesign, translate, decompile or otherwise alter the software. Their rights from §§ 69d para. 3, 69e UrhG (German Copyright Act) remain unaffected.
    4. Echometer is always entitled to use its services, including new releases, as well as general empirical knowledge, methods and procedures otherwise developed in connection with the contract for other purposes (making them available to third parties, as open source software, etc.).
  2. Open source software
    1. "Open Source Software" ("OSS") means computer programs and material associated therewith (e.g. documentation or license terms), (i) which are generally passed on to third parties without separate remuneration, (ii) which may be processed by any users under restrictive conditions, and (iii) which is regularly disclosed to third parties in source code. If open source software is included in Echometer's software, Echometer grants its customers those rights to it that can be transferred to the customer according to the license conditions applicable to the customer.
    2. This paragraph applies accordingly to the use of open source software in connection with the commissioning and use of Echometer's software. Customers are permitted to use open source software, provided that they ensure that Echometer's rights to the software are not impaired by the rights of third parties due to a so-called "viral effect" of the open source software.

§ 13 Transfer to third parties

  1. Echometer is entitled to transfer the contract to a legal successor or a group company affiliated with Echometer without the customer's consent. The customer will be informed of this in text form at least two months before the planned transfer.
  2. A transfer of the contract to a third party requires the prior consent of the customer. In the event of an objection, the contract will continue unchanged. The objection shall be deemed to be an important reason for Echometer to terminate the contract without notice.

§ 14 Confidentiality

Both parties undertake to treat the information exchanged within the framework of the joint business relationship as confidential and not to disclose it to third parties. This obligation shall apply for the duration of the contractual relationship and for 3 years thereafter. The obligation of secrecy does not apply to such information which is already known to the other party at the time of the conclusion of the contract or which becomes known during the term of the contract by third parties or other circumstances. 

§ 15 legislation & jurisdiction

  1. German law shall apply to the exclusion of the conflict of laws provisions; Art. 3 para. 3, para. 4 ROM I-VO (European law) shall remain unaffected.
  2. The parties undertake to conduct mediation in accordance with the DIS Mediation Rules 10 in the event of disputes arising from the entire contractual relationship. 
  3. An action is only admissible if a hearing has taken place within the framework of the mediation or if more than 60 days have elapsed since the request for mediation. 
  4. The place of jurisdiction for all disputes arising from the entire contractual relationship between the parties and from these General Terms and Conditions is Münster.

These terms and conditions apply to the services (SaaS services and services) of Echometer GmbH (also referred to as "we", "us", "our service", "Echometer"), which are made to customers (also as "customer" or "you") “Designated) can be provided via www.echometer.de. General terms and conditions of the customer do not apply unless we expressly agree to their validity. With our services and our terms and conditions, we are aimed exclusively at entrepreneurs within the meaning of § 14 BGB.

§ 1 Our “Echometer” service

  1. Echometer is a survey tool that supports organizations (companies, associations, authorities, etc.) in personnel and organizational development. Employee feedback on specific issues is used to initiate a continuous improvement process that is continuously accompanied by feedback loops with Echometer. Feedback can be collected directly from individuals and teams. This enables teams and feedback recipients to quickly identify the most important issues for them and respond accordingly with bottom-up measures.
  2. Echometer's service consists of various, combinable software modules, which are described below.
    1. 360º feedback (also called multi-rater, panorama or leadership feedback)
      With 360º feedback, feedback recipients can individually nominate feedback providers who will then answer a survey on various behavioral and personality aspects of the feedback recipient. The feedback recipient, in turn, answers the same questions about himself in order to then compare the self-image and the image of others in a guided online workshop. This process can be repeated on a regular basis to support feedback recipients in their continuous development.
    2. Team feedback
      With team feedback, surveys are answered anonymously by all team members in advance of a joint retrospective (or team meeting). The answers then serve as a basis for discussion in the tool-based retrospective. Based on the answers, the teams can also derive measures together and record them with the help of echometers, which will be taken up again in the following retrospectives. The surveys can be continuously adapted to enable varied retrospectives.
    3. Company expansion for “team feedback”
      In the company expansion, company-wide KPIs can be defined, which are taken into account in the surveys of the teams. The company has the opportunity to form cross-team key figures and to get an overview of developments in the organization through online evaluations.
  3. After completion of the respective pilot phases, all versions are offered as an annual subscription. You will find the prices for the respective subscription variants in the price overview as soon as the subscription variants are available.
  4. An upgrade to a higher level is possible at any time, since the functions build on one another and only expand the range of functions.
  5. In addition to the survey tool, we offer services such as workshops or consulting services in connection with the use of Echometer. If, for example, you would like individual support when using Echometer (for example through coaching, moderation and consulting services), this can be done through an individual agreement on service content and remuneration. The effort is calculated based on the number of person days incurred. In these cases, the assignment is made as an order to provide services. Success is not owed.

§ 2 Remuneration

  1. Each remuneration is understood to be plus value added tax at the statutory rate at the time and place of performance of the service.
  2. Our invoices are due upon receipt and must be paid without deductions to our account specified in the invoice within fourteen calendar days.
  3. We reserve the right to adjust our prices in the future in order to meet the quality requirements of our customers in a cost-covering manner. Price adjustments will be announced 4 weeks in advance. If a customer is in an annual subscription at the time of the time adjustment, the new price only applies to the next contract year. If you object to a price adjustment, we have the right to terminate the contract with you extraordinarily at the next possible termination date.
  4. Services are becoming. billed according to effort.

§ 3 Support and further services subject to remuneration

  1. We offer support services by contacting us by email (email address: support@echometer.de) and the integrated chat tool.
  2. If you report errors in the service to us, we will fix them for you free of charge, since the regular improvement of our services is compensated with the respective subscription price. Error messages are prioritized and processed according to our capacities. If you want prioritized treatment of your error messages or functional requirements, this can be individually agreed through a separate agreement and remuneration.

§ 4 Registration process

  1. When registering, we ask you for your email address, your name and a password you have specified. After submitting the registration form, you will receive an email from us, in which you will find a link that you can use to confirm the registered email address. The confirmation link is valid for 48 hours. If you do not use this link, you can use your email address for a new registration after this period.
  2. At the current time, we are not yet offering the variants described in Section 1 (2) to the public. As soon as an upgrade is possible for you, we will draw your attention to this possibility.

§ 5 Time period

  1. The term of the contract concluded with you via our Echometer solution is generally 1 year.
  2. The contract is extended by the original contract period unless it is terminated in writing with a period of 1 month to the end of the contract period.
  3. When the termination becomes effective, access to our services will be blocked for you and your users. You can export the content processed with our services up to one month after the termination takes effect. After that we reserve the right to completely delete your access. Support services in connection with the termination are provided by us only on request and, if necessary, for a separate fee.
  4. The right to extraordinary termination of this contract for an important reason remains unaffected. There is an important reason for us in particular if a cloud provider as a pre-supplier ceases to provide the services required for the provision of our services in relation to us or terminates with the result that compliance with the ordinary notice period is impossible or unreasonable for us.

§ 6 Changes to our services and regulations

  1. If we change these terms and conditions during the duration of the contractual relationship with you, we will inform you of this. If you do not object to the validity of the new terms and conditions within 2 weeks of this notification, the new terms and conditions will take effect. In the event of your objection, the old terms and conditions continue to apply. In this case, however, we have the right to terminate the contract with you with a period of 4 weeks.
  2. We reserve the right to change our services (services, software, support services, apps etc.) and the related documents and attachments (such as service description, service level, price model) at our own discretion, taking into account your interests reduce or discontinue. There is no entitlement to the provision of services with specific functionalities for specific operating systems (e.g. Windows, Mac OS), end devices or browsers. We will inform you of such changes & settings in text form at least four weeks before they take effect. You have the right to object to the change. If you object to the change, we have the right to extraordinarily terminate this contract.

§ 7 Maintenance & warranty for defects

In the event of material defects and defects of title in the case of purchase, rental and work services, the statutory provisions shall apply subject to the provisions of this section.

Defects in quality

  1. In the case of material defects, you have the right to choose between free repair or new delivery (hereinafter "supplementary performance"). If the defect cannot be remedied after two subsequent performances, it must be checked before any cancellation or resignation whether your interests can be met by an alternative solution offered by us.
  2. In the case of rent, no-fault liability for damage compensation for defects existing upon transfer from § 536a (1) BGB is excluded. Your duties as a merchant from sections 377, 381 (2) HGB remain unaffected.

Defects of title

  1. Our services are provided free of third party rights. Please inform us immediately in text form if you become aware of third party rights to our services.
  2. At our request, you have to let us defend yourself against claims asserted by third parties, provide us with all the information necessary for this, provide explanations and grant authorizations. In return, we release you from payment and compensation claims due to the rights of third parties.
  3. If our services are actually encumbered with third-party rights, we are entitled to choose,
    • eliminate the rights of third parties or their assertion (e.g. by payment of licence fees), or
    • to change our services in such a way that the rights of third parties are no longer violated.

General

  1. If the defect cannot be remedied after two subsequent performances, it must be checked before any cancellation or resignation whether your interests can be met by an alternative solution offered by us.
  2. Claims for defects lapse if you make changes to the services or have them carried out by a third party without our prior consent or if you use the services for a purpose not covered by this contract and the change or use contrary to the contract is solely responsible for the occurrence of the defect is.
  3. Claims due to defects are subject to a limitation period of 12 months.

§ 8 Liability

  1. In the case of simple negligence, liability is limited to the contract-typical and foreseeable damage. Outside the violation of essential contractual obligations, liability for the compensation of indirect damage to property and pecuniary damage, in particular loss of profit, is completely excluded in the event of simple negligence. In the event of force majeure and free use of our services, our liability is excluded in the event of simple negligence.
  2. The parties have unlimited liability in the event of injury to life, limb or health, as well as willful or malicious acts. The same applies to the written acceptance of a guarantee for the quality or durability of a service to be performed by us.
  3. Our liability under the Product Liability Act remains unaffected.
  4. You have to stand for the actions of your employees, legal representatives, vicarious agents and any other users of our services as well as for your own actions.
  5. We agree that twice the remuneration you pay annually corresponds to the foreseeable, typically occurring damage. The above limitation of liability does not apply to damage resulting from injury to life, limb or health, if we maliciously concealed a defect or, exceptionally, adopted a quality agreement, or in the event of willful or grossly negligent acts, as well as claims under the German Product Liability Act (Produkthaftungsgesetz).

§ 9 General

  1. We cannot guarantee the permanent availability of our service or the permanent storage of your data. We continuously improve our service. Please note that the appearance and functionality of the service change over time. This change can lead to functionalities being expanded, changed or eliminated.
  2. The interoperability of the services provided by us with your IT system or other hardware and software you use is generally. no owed quality of our services.
  3. We are not responsible for the functionality and availability of software, hardware, or other components and services that you maintain yourself or have obtained from third parties. Illustrations, drawings and other materials in connection with our services (hereinafter "product information") are for general presentation only. They are not a guarantee.
  4. For our services, the SaaS solutions apply to the rental law regulations. We are therefore committed to maintenance. We carry out updates and other maintenance measures free of charge, subject to the remuneration provisions mentioned above. The costs of additional support services may be regulated individually. In addition to the maintenance measures, the statutory rental defect warranty law applies.
  5. We obtain essential preliminary services for our services from other cloud providers. If the cloud providers make changes that would lead to a change in our services, we will try to offer you alternative, comparable services. If no agreement can be reached, both parties have the right to terminate this contract without notice for an exceptional reason.
  6. In the event of force majeure, we are released from our obligation to provide the services. Fire, explosion, flood, war, mutiny, blockade, embargo and industrial action are considered force majeure by us or by a subcontractor.
  7. You have to independently take appropriate measures against the loss of your content processed with the cloud services.
  8. The availability of our service may be restricted. This applies in particular to periods in which maintenance work is carried out. If possible, we will carry out such maintenance work outside normal business hours (weekdays 8 a.m. - 5 p.m.). If there is a disturbance of the availability in your sphere, we are not responsible for it.
  9. You agree to use the interfaces we offer only to an appropriate extent and for their intended purpose. We reserve the right to block access to the interfaces we offer based on user accounts and / or IP addresses if there are signs of improper use of the interfaces or of a threat to our systems. You further agree to treat your access data confidentially and not to share it with third parties.
  10. You confirm that all account-related data provided by you (in particular email, name, billing address and other payment data) are correct and complete. If the data you provide changes after registration, you are obliged to immediately change the information in your account yourself.
  11. Note that we can register, deactivate and delete accounts. If we have an indication that you are using your account contrary to the provisions of these terms and conditions, against our terms of use or in an illegal manner, we can delete your account without notice.
  12. You agree that we can use your trade name or the customer's trademark as a reference in our marketing and sales documents, unless you are asked to do so in writing.
  13. You are solely responsible for the content you provide as part of the use of our services. To protect your content, you are required to make regular backups of it. You are also obliged to comply with the legal regulations.
  14. When using our services, you are prohibited from:
    • violate the property rights of third parties such as trademarks, copyrights and rights to a name,
    • harass other customers and/or third parties unreasonably, for example through unsolicited advertising (spam) as well as offensive or sexually oriented communication,
    • unreasonably annoy other customers and / or third parties, e.g. through unsolicited advertising (spam) as well as suggestive or sexually oriented communication,
    • to use mechanisms, software and / or scripts that go beyond the functionalities and interfaces provided by our services, in particular if this blocks, modifies, copies or overwrites our services, as well as
    • to try our services, their security systems or the content available there through data changes (§ 303a StGB), computer sabotage (§ 303b StGB, German Criminal Code), falsification of evidence-relevant data (§ 269, 270 StGB), suppression of evidence-relevant data (§ 274 StGB), computer fraud ( Section 263a StGB), spying on data (Section 202a of the Criminal Code), interception of data (Section 202b StGB) or other criminal offenses, whereby we will report such attempts to the responsible public prosecutor.

§ 10 Your duty to cooperate

  1. You have to ensure that in your area of responsibility all prerequisites for the contractual performance of our services are met in good time. The following contributions and collaborations are to be provided to us free of charge as ancillary obligations:
    1. Providing information, documents and data necessary for the provision of services in a format suitable for further processing or, if applicable, in the format agreed with you.
    2. Reports of material and legal defects as well as malfunctions must contain a description of the problem (e.g. with screenshots, anonymised log files) including a priority assignment.
    3. In the case of security-relevant updates, we reserve the right to adjust our services at short notice. You have to make the resulting adjustments to your IT systems. If necessary, we provide you with support, depending on the scope of the required support, if necessary against payment.
  2. If you are in arrears with the acceptance of services or if you violate your obligations from this section, we are entitled, after the unsuccessful expiry of a reasonable grace period, the actual effort that we incur for the provision of resources and the rescheduling of these that we may need or billing other resources. This does not apply if you are not responsible for the delays.

§ 11 Your responsibility

  1. Since we only provide the technical and organizational platform for the use of our services, the content you and your users post is foreign to us. For the processing of your content with our services, you grant us the rights of use that are necessary so that we can provide you with the agreed services. If you process text, image, graphic, audio or video files with our services, you have to ensure that you have the necessary rights of use.
  2. You are responsible for the actions of your users and are responsible for them as you are for your own actions. Before using our services for the first time, you must inform your users of their rights and obligations and commit them to any terms of use that apply to our services.
  3. Via links or functionalities of our services you can get to other websites and SaaS solutions that are not operated by us and for which we are not responsible. Such links or functionalities are either clearly identified or can be identified by a change in the address line of the browser or a change in the user interface.
  4. If you violate this contract, we may apply sanctions at your own reasonable discretion, taking into account your interests (in particular deactivating or blocking individual services, deleting content processed with the services and completely or partially blocking access to our services). The severity of the sanctions depends on the seriousness of the violation. Other claims remain unaffected, in particular our right to extraordinary termination for an important reason.

§ 12 Your rights of use

Software usage & general

  1. You will receive a simple, non-exclusive right to use our services including new releases, which is limited in time and limited to the duration of the contract.
  2. Your group companies are entitled to use the software within the scope of the selected subscription options. This does not imply independent authorization to sublicense or otherwise transfer your rights of use. This right of use ends when the requirements of an affiliated company within the meaning of §§ 15 ff. AktG no longer exist for the group company.
  3. You are not authorized to issue, publicly display, in particular publicly make available, edit, redesign, translate, decompile or otherwise redesign the software. Your rights from §§ 69d Abs. 3, 69e UrhG remain unaffected.
  4. We are always entitled to use our services, including new releases, as well as other general know-how, experience, methods and procedures developed in connection with the contract (made available to third parties, as open source software etc.).
  5. Access to test and demo purposes is generally. limited to a term of up to ninety days. Without the conclusion of a productive license, your test access including the administrator ID, all user IDs and all the content you have stored will be deleted after the test and demo period.

Open source software

  1. "Open Source Software" ("OSS") are computer programs and the associated material (e.g. documentation or license terms), (i) they are passed on to third parties without any special remuneration, (ii) which may be processed by any user under restrictive conditions and (iii) the third party is regularly disclosed in the source code. If open source software is included in our software, we grant you the rights that can be transferred to you in accordance with the license terms that apply to you.
  2. This point applies accordingly to the use of open source software in connection with the commissioning and use of our software. You are permitted to use open source software, provided that you ensure that our rights to the software are not affected by the rights of third parties due to a so-called "viral effect" of the open source software.

§ 13 Transfer to third parties

  1. We are entitled to transfer the contract to a legal successor or a group company associated with us without your consent. We will inform you of this in text form at least two months before the planned transfer.
  2. A transfer of the contract to a third party requires your prior consent. In the event of your objection, the contract will continue unchanged. The objection is an important reason for the extraordinary termination of the contract by us.

§ 14 Confidentiality

Both parties undertake to treat the information exchanged within the framework of the joint business relationship as confidential and not to disclose it to third parties. This obligation shall apply for the duration of the contractual relationship and for 3 years thereafter. The obligation of secrecy does not apply to such information which is already known to the other party at the time of the conclusion of the contract or which becomes known during the term of the contract by third parties or other circumstances.

§ 15 Severability clause

If a provision in these terms and conditions turns out to be illegal or invalid, this clause does not apply. The remaining part of these terms and conditions remains unaffected. The ineffective clause is replaced by an effective clause which, with reasonable assessment, comes closest to the economic will of the contracting parties.

§ 16 Legislation & jurisdiction

German law applies to the entire contractual relationship to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods. The parties undertake to carry out mediation in accordance with the DIS Mediation Regulations 10 in the event of disputes arising from the entire contractual relationship. A complaint is only admissible if a hearing has taken place within the scope of the mediation or if more than 60 days have passed since the mediation application. The place of jurisdiction for all disputes arising from the entire contractual relationship between the parties and from these terms and conditions is Münster.