Terms of Use

1. Parties to the contract, scope and amendments

(1) clesgo GmbH, Seyfferstr. 34, 70197 Stuttgart ("clesgo"), operates at https://dtp.co-versatile.eu/ a digital business-to-business (B2B) platform (hereinafter "digital platform"), where properly registered users ("User") can temporarily make use of various digital services (hereinafter also "service") free of charge within the scope of an XaaS solution (Anything as a Service) and the EU funded Horizon 2020 project under the name CO-VERSATILE and governed by the Grant Agreement No. 101016070.

(2) These Terms of Use shall apply exclusively; any conflicting, additional or deviating Terms of Use shall not become part of the contract, unless clesgo has expressly approved their validity in writing.

(3) clesgo reserves the right to amend these Terms of Use at any time to also take effect within the existing contractual relationship. clesgo will notify the User of such amendments at least 30 calendar days before the amendments are scheduled to take effect. If the User fails to object to the amendments within 30 days of receipt of the notification and continues to use the services after expiry of the deadline for objection, the amendments shall be deemed effective upon expiry of the deadline. clesgo will point out to the User its right of objection and the associated consequences in the notice of amendment.

2. Subject matter

(1) clesgo provides the service to properly registered users via a digital platform within the scope of an XaaS solution in accordance with the regulations of these Terms of Use. Properly registered users can choose between various services on the digital platform.

(2) The services provided by clesgo as the operator of the digital platform include:

  • provision of functionalities to the User as part of services via the digital platform and
  • – to the extent included in the respective service – provision of storage space for the contents crated and posted by the User during the service.

Apart from that, the content and scope of clesgo's services depend on the contents available on the digital platform at the respective point in time.

(3) The service is provided to the User free of charge for the duration of its use. Regulations governing remuneration are set forth in Section 6 of these Terms of Use.

(4) The service available on the digital platform is usually third-party service to which clesgo merely provides access. The use of the service may be subject to deviating or additional regulations, which clesgo will point out to the User prior to use.

(5) It is incumbent upon the User to obtain the technical prerequisites within the User's sphere of responsibility required for the contractually agreed use of the digital platform. clesgo owes no corresponding advice to the User.

(6) clesgo reserves the right to improve, adapt or modify the digital platform in terms of content and/or structure. For example, clesgo may modify or discontinue the services provided via the digital platform, make available new services, and modify or extend the user interface of the digital platform. In doing so, clesgo will consider the User's legitimate interests.

3. Access to the digital platform

(1) The access to the digital platform requires a registration by the User.

(2) Only entrepreneurs within the meaning of Sec. 14 BGB [German Civil Code], legal persons under public law or special funds under public law are allowed to register.

(3) The registration must be made by a natural person with full legal capacity and power of representation.

(4) The contact details and other information requested by clesgo during the registration process must be complete and accurate.

4. Activation, user profile and user account

(1) After provision of all requested data by the User, clesgo will check these data for completeness and plausibility. If clesgo deems that the data is complete and plausible and clesgo has no other concerns (e.g. due to blocking of the User), clesgo will activate the access and notify the User thereof by email. The email shall constitute acceptance of the request and a contract is concluded between clesgo and the company registered as a user upon receipt of the email. From receipt of the email, the User is authorised to use the digital platform within the limits of these Terms of Use. To this end, the User must first confirm the activation by clicking on the link contained in the email.

(2) There is no entitlement to access the digital platform. clesgo is entitled to reject user requests without giving any reasons.

(3) The User is obliged to keep the data in its user account up to date. If any change in the indicated data occurs during the term of use, the User must correct the data in its user profile without delay. If the User is unable to do so, it shall send the corrected data to clesgo by email without delay.

(4) The user account cannot be transferred to third parties.

5. Responsibility for access data

(1) In the course of the registration process, the User will be requested to select a username and a password. These data enables the User to log in to the digital platform following activation of its account and notification pursuant to Section 3 (1). It is the responsibility of the User to ensure that the username does not violate any third-party rights, in particular name rights and trademarks, and it does not offend common decency.

(2) The access data including the password must be kept confidential by the User and must not be made available to unauthorised third parties.

(3) It is the responsibility of the User to ensure that its access to the digital platform and the services available on the digital platform are used exclusively by persons authorised by it.

(4) If there are concerns that unauthorised third parties have obtained or will obtain knowledge of the User's access data, clesgo shall be notified without delay.

(5) The User shall be liable for any use and/or other activity that takes place using its access data in accordance with the statutory provisions.

6. Remuneration

(1) The use of the digital platform is free of charge for by registered users.

(2) The content and scope of the service available on the digital platform depend on the respective contractual agreements and the functions available at the respective point in time.

7. Rights to use the service

(1) clesgo shall grant the User the non-exclusive and non-transferable right to use the service for the period of time as intended within the scope of an XaaS solution in accordance with the regulations of these Terms of Use and any additional regulations pursuant to Section 2 (4).

(2) Unless more extensive use is expressly permitted in these Terms of Use or on the digital platform, the User may access and display the service available on the digital platform exclusively for its own business purposes online. This right of use shall be limited to the contractual period of use of the digital platform.

(3) Apart from that, all rights to the contents shall remain with the original rights holder (clesgo or the respective third party). In particular, the User is prohibited from editing, altering, translating, presenting or displaying, publishing, exhibiting, reproducing or distributing the services without the prior consent of the rights holder. The User is also prohibited from removing or altering any copyright notices, logos, as well as any other signs or proprietary notices.

(4) The User is not entitled to make available the services to third parties for use, whether for a fee or free of charge. Sublease of the service by the User is thus expressly prohibited.

(5) This shall be without prejudice to the User's mandatory statutory rights.

8. Special regulations for the provision of storage space

If clesgo provides the User with storage space for storing its data during a service, the following shall apply in addition:

(1) The User undertakes not to store any contents in the storage space, for which the provision, publication, or use violates applicable law or agreements with third parties.

(2) The User shall in any case retain the sole rights to the data and may therefore demand the return of individual or all data at any time, in particular after termination of the contract, without clesgo having a right of retention. The data will be returned by transmission via a data network. The User is not entitled to also claim the software suitable for using the data.

(3) After the end of a service, during which the User can also store data, clesgo will provide the User with the stored application data by way of remote transmission ("download").

(4) The obligation pursuant to Clause (3) above ends 30 days after the end of the service. After expiry of this period, clesgo is entitled to delete the data and contents of the User.

9. Availability

(1) Any adaptations, modifications, and amendments of the contractual services, as well as of measures that serve to detect and eliminate malfunctions will only entail temporary interruption or limitation of availability if this is absolutely necessary for technical reasons.

(2) The average annual availability of the digital platform is at least 99%; however, the availability must not be limited or interrupted for a continuous period of more than 36 hours.

(3) Periods during which the digital platform is not accessible via the Internet due to technical or other problems beyond clesgo's sphere of control (force majeure, fault of third parties, etc.) shall also be deemed periods of availability pursuant to Clause (2) above (access available).

10. Support and error handling

The support services provided by clesgo are laid down in the provisions of this Section. The User's claims based on defects within the contractually agreed scope shall in any case remain unaffected by this Section.

(1) An error is present if the service does not exhibit the functionality specified in the specification when used as intended and this has a more than insignificant impact on the operations.

(2) The User shall report any service errors to clesgo's user support. Errors are classified into the following error classes:

  • Class 1 (error interrupting operations): the operations are interrupted; the service cannot be used; programme crashes occur;
  • Class 2 (error affecting operations): the operations are affected; the service's functionality is affected; malfunctions occur;
  • Class 3: (other error): the operations are not affected; working with the service is possible, although not continuously within the agreed parameters; malfunctions can be avoided.

(3) After receipt of a sufficiently detailed error description, the error characteristics, affected service components, and measures already taken, the following response times shall apply:

  • Error class 1: eight (8) hours;
  • Error class 2: sixteen (16) hours;
  • Error class 3: twenty four (24) hours.

(4) The handling of Class 3 errors by providing an update or a new service version can be postponed to the next appropriate point in time at which clesgo will provide these in accordance with its plans. If this point in time is more than three months in the future, clesgo shall inform the User thereof.

(5) Response time is defined as the period of time within which clesgo starts the error handling. clesgo shall inform the User of the anticipated time required for error handling.

(6) Response times are during the business hours from Mondays to Fridays, except for public holidays in Baden-Württemberg (state in Germany), between 9.00 am and 5.00 pm standard time (hereinafter "business hours"). If the fault is reported outside the business hours, the response time shall commence at the beginning of the business hours on the next working day. If the fault is reported within the business hours, a response time that has not yet lapsed at the end of the business hours on this day shall continue at the beginning of the business hours on the next working day.

(7) clesgo's support/error handling services shall not include:

  • On-site support at the User's premises;
  • Support in respect of service errors caused by improper handling of the service, in particular if the service is not operated under the conditions specified by clesgo;
  • Handling of errors caused by the User or third parties, including interferences caused by third-party service;
  • Functionalities in respect of computer programmes or parts thereof not belonging to the service;
  • Introduction and/or training of service users; or
  • Data recovery/data migration.

11. Term and termination

(1) The contractual relationship commences upon registration and login by the User. It is concluded for an indefinite period and may be terminated by the User at any time. clesgo may terminate the contractual relationship subject to Clause (2), by giving 14 days' notice before the end of any month.

(2) This shall be without prejudice to the right of both Parties to terminate the contract without notice for good cause. clesgo is entitled to termination without notice in particular, if the breaches any contractual provisions. Termination without notice requires in each case that the other Party is given a warning, requesting it to eliminate the alleged reason for the termination without notice within a reasonable period.

(3) Notice of termination and warning must be given in writing. Email shall be deemed sufficient to observe the written form requirement. The User can additionally terminate the contract at any time by deleting its user account.

(4) The contractual relationship ends on the effective date of termination, from which the User may no longer use its access. clesgo reserves the right to block the username and the password on the effective date of termination.

12. Prohibited activities

(1) The User is prohibited from any activities on or in connection with the digital platform that violate applicable law or rights of third parties (e.g. copyrights).

(2) The User is also prohibited from any acts that are likely to affect the smooth operation of the digital platform, in particular to cause an overload in clesgo's systems.

(3) If any unlawful act is suspected, clesgo is entitled and may also be obliged to check the User's activities and take appropriate legal action, if necessary.

13. Blocking of access

(1) clesgo may temporarily or permanently block the User's access to the digital platform, if there are concrete indications of the User violating these Terms of Use or applicable law or if clesgo has a legitimate interest in blocking the access. clesgo will adequately take into account the User's legitimate interests in the decision to block the access.

(2) In the event of temporary or permanent blocking, clesgo will block the User's access authorisation and will notify the User thereof by email.

(3) In the event of temporary blocking, clesgo will reactivate the access authorisation after expiry of the blocking period and will notify the User thereof by email. A permanently blocked access authorisation cannot be reactivated. Permanently blocked users are permanently banned from using the digital platform and may not log in to the digital platform again.

14. Data backup by the User and clesgo's liability for data loss

(1) If the User generates data on or transmits ("uploads") data to the digital platform, the User shall back up the data on a regular basis in line with the significance of the data and create its own backup copies so that the data and information can be recovered in the event of loss.

(2) To the extent that the User is provided the technical means by mutual agreement, it shall regularly back up the stored data by way of download.

(3) The User shall keep its backup copies in such a way to enable the recovery of the backup data at any time.

(4) clesgo shall not be liable for data loss to the extent that the loss is based on the User's failure, contrary to its obligation set forth in Clause (1) to (3) above, to create backup copies to ensure that any lost data can be recovered with reasonable effort.

(5) Clause (1) to (4) above shall apply mutatis mutandis to the limited availability or temporary unavailability of the User's data on the digital platform, subject to the proviso that the User must also ensure that it can access the data otherwise during limited availability or unavailability on the digital platform.

15. Defects/Liability for defects

The User must notify clesgo of any defects without delay.

15.1 Liability for defects of free services

(1) clesgo shall be liable for defects in accordance with Section 600 BGB [German Civil Code] and only in the event of fraudulent concealment of defects.

(2) Apart from that, any claims by the User for compensation or reimbursement of futile expenses shall be governed by the provisions of Section 16.1.

16. General limitation of liability

16.1 Limitation of liability for free services

(1) Should the User sustain any damage or loss as a result of using the free services provided via the digital platform (including the download of free contents of clesgo), clesgo shall only be liable – no matter on what legal grounds – to the extent that the damage or loss has occurred due to the contractually agreed use of the free services and only in the event of wilful intent (including fraud) or gross negligence on clesgo's part.

(2) To the extent that liability to clesgo is excluded or limited, this shall also apply to the personal liability of clesgo's legal representatives and agents.

17. Data privacy

(1) The User shall be responsible for obtaining the declarations of consent from the respective data subjects (e.g. customers, employees, contract partners, etc.) required under the Federal Data Protection Act.

(2) If the User collects, processes, or uses personal data, it shall be liable to ensure that it is authorised to do so in accordance with the applicable data privacy provisions and shall indemnify clesgo against any claims asserted by third parties in the event of an infringement.

(3) If necessary, the User shall conclude an agreement on commissioned data processing with clesgo in accordance with Section 11 BDSG [Federal Data Protection Act] / Section 28 DSGVO [EU GENERAL DATA PROTECTION REGULATION]. In the event of any inconsistencies between the respective contract and the agreement on commissioned data processing, the latter shall take precedence over the former.

18. Final provisions

(1) Should any provision of these Terms of Use be found invalid, the legal validity of the remaining provisions shall not be affected.

(2) These Terms of Use shall be governed by the law of the Federal Republic of Germany, without giving effect to the provisions of the United Nations Convention on Contracts for the International Sale of Goods (CISG).

(3) If the User is an entrepreneur, a legal person under public law or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from this contract shall be the competent court at clesgo's place of business. clesgo is also entitled to bring legal action at the User's place of business and at any other permissible place of jurisdiction. This shall be without prejudice to mandatory statutory provisions governing exclusive jurisdiction.

As of: May 2022