Platform Rules

 for usage of Data Platforms 

The German regulation text is legally binding only

Preamble 

North.io provides the customer with a web-based software in an individual web environment (hereinafter WORKSPACE) as part of a Software-as-a-service solution (SaaS) for temporary use against payment and provides storage space for the customer's data in an external data center. Within the scope of the software offered and depending on the scope of the agreed services, the customer has in particular the option to store, visualize and analyze his data via a telecommunication connection at north.io.


§ 1 Validity

(1) The subject matter of these regulations is the provision of the data platform as the agreed software applications (hereinafter also referred to as the "APPLICATION") for the use of its functionalities, the technical enabling of the use of the APPLICATION and the granting or procurement of rights of use to the APPLICATION as well as the provision of storage space for the data generated by the customer through the use of the APPLICATION, including data in cache and/or the data required for the use of the APPLICATION and/or the data to be stored by the customer in the cloud (hereinafter: APPLICATION DATA) against payment of the agreed fee.  

(2) Terms and conditions of the customer or third parties do not apply, even if North.io does not separately object to their validity in individual cases. Even if North.io refers to a letter, that contains terms and conditions of the customer or a third party or refers to such, this does not constitute an agreement with the validity of those terms and conditions. 

 

§ 2 Provision of APPLICATION and storage space for APPLICATION DATA

 (1) North.io keeps available during the contract period on a central data processing system or several data processing systems (in the following, also in case of plural and external data centers: SERVER) the APPLICATION in the respective version currently released by North.io within the scope of the agreed availability for use according to the following regulations. 

(2) After the conclusion of the contract North.io provides a Workspace and sends the customer administrator access data by e-mail. Via the workspace administrator, the customer can then invite further users with his own access data up to the limit of the contractually agreed number of users. An extension of the agreed number of users requires a separate agreement between the parties. It can also be made by the customer via functions provided by North.io in the APPLICATION. There is no claim to an extension of the number of users. All user names and passwords are to be changed by the customer immediately into names and passwords known only to him.  

(3) North.io can develop additional contents/functions/versions of the APPLICATION during the contract period. North.io is free to integrate these into the APPLICATION and to offer them to the customer free of charge or for a separate fee. A claim of the customer on this does not exist.  

(4) If and insofar as the provision of a new version or a change is accompanied by restrictions in the usability of previously generated data, North.io will announce this to the customer in writing at least six weeks before such a change takes effect. If the customer does not object to the change in writing within a period of two weeks from receipt of the change notification, the change becomes part of the contract. North.io will make the customer attentive with each announcement of changes to the aforementioned period and the legal consequences of their expiration with non-perception of the objection possibility. 

 (5) North.io holds on the SERVER, from the operational supply for the APPLICATION DATA storage space in the contractually agreed extent ready. If the storage space should not be sufficient, the customer can reorder corresponding contingents. The customer is aware that North.io's capacities may be limited. There is therefore no entitlement to an increase in storage space. If necessary, it can also be done by the customer via functions provided by North.io in the APPLICATION. The extension requires the consent of both parties. North.io's consent can also be declared by providing an extension of the storage space. Further details on storage space and APPLICATION DATA will be contractually agreed if necessary. 

 (6) The transfer point for the APPLICATION and the APPLICATION DATA is the router output of the data center used by North.io. 

 (7) Agreements about system requirements on the part of the customer will be made contractually if necessary. For changes at the technical system of North.io the contradiction solution of the para. 4 applies accordingly. North.io is not responsible for the condition of the necessary hardware and software on the part of the customer as well as for the telecommunication connection between the customer and North.io up to the transfer point. 

 

§3 Technical availability of the APPLICATION and access to the APPLICATION DATA, response and recovery times

(1) North.io owes an availability, currently 95%, related to the use within one calendar year of the APPLICATION and the APPLICATION DATA at the delivery point. By availability the contracting partners understand the technical usability of the APPLICATION and the APPLICATION DATA at the delivery point for the use by the customer. 

(2) The Application and/or the Application Data shall also be deemed available within the meaning of (1) in the event of 

(a) malfunctions in or due to the condition of parts of the technical infrastructure required for the execution of the APPLICATION not to be provided by North.io or its agents; 

(b) malfunctions or other events not (co-)caused by North.io or one of its vicarious agents; 

(c) insignificant reduction of the suitability for the contractual use; 

(d) planned unavailabilities for the purpose of maintenance of the SERVER and/or the APPLICATION during low usage hours Monday to Friday between 8pm and 6am and on weekends and national holidays; 

 

 (e) planned unavailabilities for the purpose of maintenance of the Server and/or the APPLICATION, provided that the Customer is notified of such unavailabilities at least one week in advance and provided that the unavailability does not exceed a period of four hours. 

  (3) The contractual partners shall also agree on response and recovery times that apply in the event of unavailability and/or in the event of material defects with regard to the APPLICATION and/or the APPLICATION DATA, including any sanctions in the event of non-compliance. 

 

§ 4 Non-fulfillment of main service obligations 

(1) If North.io does not completely fulfill the obligations agreed upon in §§ 2 and 3, the following regulations apply. 

(2) If North.io is in default with the first operational provision of the APPLICATION, liability is governed by § 13. The customer is entitled to withdraw from the contract if North.io does not comply with a two-week grace period set by the customer, i.e. does not provide the full agreed functionality of the APPLICATION within the grace period. 

(3) If north.io has culpably not restored the use of an APPLICATION within the agreed period and after an unsuccessful written warning with at least a two-week remedy period, the customer can extraordinarily terminate the contractual relationship with regard to the use of the affected APPLICATION without observing a period of notice. 

 

§ 5 Rights of use to and use of the APPLICATION, rights of North.io in case of exceeding the rights of use

(1) Rights of use of the APPLICATION 

(a) The customer receives simple, non-sublicensable and non-transferable rights of use to the APPLICATION, limited to the term of this contract, in accordance with the following regulations. 

(b) The customer does not receive a physical transfer of the APPLICATION. The Customer may only use the APPLICATION for its own business activities within the scope of the web application. 

(c) The Customer shall use the APPLICATION only through the Administrator and users invited by the Administrator within the scope of the agreed number of users.  The granting of further access rights is possible against payment.  

(d) The customer is not entitled to make changes to the APPLICATION without prejudice to mandatory legal provisions. 

(e) If North.io makes new versions, updates, upgrades or other new deliveries with regard to the APPLICATION during the term, the above rights also apply to these. 

(f) The customer is not entitled to rights not expressly granted to the customer above. In particular, the Customer is not entitled to use the APPLICATION beyond the agreed use (in particular beyond the agreed number of users) or to have it used by third parties or to make the APPLICATION accessible to third parties. In particular, it is not permitted to duplicate the APPLICATION, to sell it or to make it available for a limited period of time, in particular not to rent or lend it. 

(2) Customer's obligations for safe use 

(a) The Customer shall take the necessary precautions to prevent the use of the APPLICATION by unauthorized persons; (b) The Customer shall be liable that the APPLICATION is not used for racist, discriminatory, pornographic, youth endangering, politically extreme, inhuman or otherwise illegal or against official regulations or requirements violating purposes or corresponding data, especially APPLICATION DATA, are created and/or stored on the SERVER. 

(3) Violation of the provisions according to para. 1 and 2 by the customer 

(a) If the customer violates the regulations in para. 1 or 2 for reasons for which he is responsible, North.io can block the customer's access to the APPLICATION or the APPLICATION DATA in order to stop the violation. 

(b) If the customer unlawfully violates para. 2 lit. b, North.io is entitled to delete the data or APPLICATION DATA affected thereby. In the case of an illegal violation by users, the customer has to give True-Ocean on demand immediately all information for the assertion of claims against the user, in particular his name and address. 

If the customer violates despite appropriate written warning by North.io further or repeatedly the regulations in para. 1 or 2, and if he has to represent this, North.io can terminate the contract without observance of a period of notice extraordinarily. 

(c) For each case, in which in the area of responsibility of the customer a contractual service is unjustifiably used, the customer has to pay in each case compensation in the amount of that remuneration, which would have resulted for the contractual use in the context of the contract duration valid for this service. The customer reserves the right to prove that the customer is not responsible for the use or that there is no or considerably less damage. North.io remains entitled to assert further damages. 

 

§ 6 Liability for third-party rights

North.io is not liable for an infringement of the rights of third parties by the customer, if and as far as this infringement results from a transgression of the rights of use granted according to this contract. In this case the customer indemnifies North.io on first demand from all claims of third parties. 

 

§ 7 Fee

(1) The contractual partners shall contractually agree on a monthly fee for the use of the APPLICATION. Separate service fees shall be charged for setting up the individual WORKSPACE. In addition, there are costs for onboarding and training as agreed. 

(2) Fees for additional users and/or storage space as well as computing power, will be invoiced together with the monthly fee. The same applies to the use of special functions that are offered beyond the basic use of the APPLICATION and are agreed upon between the contracting parties.  

(3) The monthly fee and other billable services shall be paid in advance against an invoice. Remuneration shall be owed plus VAT at the statutory rate applicable from time to time. 

 

§ 8 Duties and obligations of the customer

The customer shall fulfill all duties and obligations required for the execution of the contract. He shall in particular 

  1. keep secret the usage and access authorizations assigned to him or the users as well as agreed identification and authentication safeguards, protect them from access by third parties and not pass them on to unauthorized users. This data is to be protected by appropriate and customary measures. The customer will inform North.io immediately if there is any suspicion that the access data and/or passwords may have become known to unauthorized persons;
  2. create the access conditions agreed upon according to this contract;
  3. transfer only such data and content to north.io's SERVER as he is authorized to transfer. The customer releases North.io on first request from all claims of third parties, which third parties assert in connection with transfer of data on the SERVER of North.io. This includes also the costs of an appropriate legal defense.
  1. comply with the restrictions/obligations with regard to the rights of use according to § 5, especially
      1. not to retrieve or allow to be retrieved any information or data without authorization, or to interfere or allow interference with programs operated by North.io, or to penetrate North.io's data networks without authorization, or to promote such penetration; 
      1. not misuse the exchange of electronic messages possible within the framework of the contractual relationship and/or using the APPLICATION for the unsolicited sending of messages and information to third parties for advertising purposes; 
      1. indemnify North.io on first demand against claims by third parties based on illegal use of the APPLICATION by him or arising from data protection, copyright or other legal disputes caused by the customer and connected with the use of the APPLICATION; the indemnification also includes the costs of a reasonable legal defense; 
      1. oblige the Authorized Users to comply, for their part, with the provisions of this Agreement applicable to them; 
  1. ensure that (e.g. when transferring third party texts/data to North.io's SERVER) he/she respects all third party rights to material used by him/her;
  2. according to § 9 para. 2 obtain the necessary consent of the respective person concerned, as far as he collects, processes or uses personal data when using the 

APPLICATION and no legal permission intervenes; 

  1. before sending data and information to North.io, check them for viruses and use state of the art virus protection programs;
  2. if he transmits data to North.io for the generation of APPLICATION DATA with the help of the APPLICATION, to back them up regularly and according to the importance of the data and to make his own backup copies for the purpose of restoring the data in case of data loss or data corruption, in order to enable the reconstruction of the data and information in case of loss;
  3. immediately notify North.io of defects in contractual services, in particular defects in the software. As far as North.io could not provide remedy as a result of the omission or delay of the announcement, the customer is not entitled to reduce the agreed upon remuneration completely or partly, to require the replacement of the damage occurred by the lack or to terminate the contract because of the lack without observance of a period extraordinarily. The customer must demonstrate that he is not responsible for the failure to notify.


§ 9 Data security, data protection

(1) The contractual partners shall comply with the applicable data protection provisions, in particular those applicable in Germany, and shall oblige their employees deployed in connection with the contract and its performance to maintain data secrecy, unless they are already under a general obligation to do so. 

(2) If the customer collects, processes or uses personal data, he guarantees that he is entitled to do so in accordance with the applicable provisions, in particular those of data protection law, and in the event of a breach he indemnifies North.io against claims by third parties. 

 

§ 10 Confidentiality

(1) Information to be treated confidentially is the information expressly designated as confidential by the information-providing contracting party and such information, whose confidentiality clearly results from the circumstances of the transfer. By North.io confidentially to treat are in particular the APPLICATION DATA, should it attain knowledge of them. 

No information to be treated confidentially exists, as far as the contracting partner receiving the information proves that it was 

  • was known to him or generally accessible before the date of receipt; 
  • was known or generally accessible to the public before the date of receipt; 
  • became known or generally accessible to the public after the date of receipt, without the contracting party receiving the information being responsible for this. 

(2) The contracting parties shall keep confidential all confidential information which has come to their knowledge within the scope of this contractual relationship and shall only use such information towards third parties - for whatever purpose - with the prior written consent of the respective other contracting party. 

(3) The obligations pursuant to para. 2 shall continue to exist beyond the end of the contract for an indefinite period of time, namely as long as an exceptional circumstance pursuant to para. 1 is not proven. 

 

§ 11 Rights to transfer data

North.io does not acquire ownership of APPLICATION DATA or any data transferred by the customer. North.io obtains only those rights to transfer data that are necessary for the execution of this contract. 

 

§ 12 Liability and liability limits

(1) North.io is liable without limitation in case of intent or gross negligence for all damages caused by it as well as its legal representatives or vicarious agents. 

(2) In case of slight negligence North.io is liable without limitation in case of injury of life, body or health. 

(3) In all other respects North.io is liable only if it has violated an essential contractual obligation. Essential contractual obligations are such obligations, which are of special importance for the achievement of the contract goal, likewise all those obligations, which can lead in the case of a culpable injury to the fact that the achievement of the contract purpose is endangered. In these cases, liability is limited to compensation for the foreseeable, typically occurring damage. North.io's strict liability for damages (§ 536a BGB) for defects existing at the time of contract conclusion is excluded; paras. 1 and 2 remain unaffected. 

(4) For the loss of data North.io is not liable irrespective of the paragraphs 1 to 3 in so far as the damage is based on the fact that the customer has omitted to carry out data backups and to ensure thereby that lost data can be restored with justifiable expenditure. 

(5) Liability under the Produkthaftungsgesetz (Product Liability Act) shall remain unaffected. 

 

§ 13 Term, Termination

(1) Unless otherwise agreed, the contractual relationship shall commence upon conclusion of the contract and shall initially be concluded for a period of 12 months (CONTRACTUAL TERM). The contracting parties may agree on a different contract term. The provision of the services shall take place from the agreed point in time. 

(2) The contractual relationship may be terminated by either party in writing with three months' notice to the end of the term. If the contract is not terminated in due time, it shall be extended by a further year in each case. 

(3) Extraordinary termination due to or in connection with a breach of duty shall only be possible after a prior written warning with a period of notice of at least two weeks. If the contracting party entitled to termination has knowledge of the circumstances justifying the extraordinary termination for more than 20 working days, it may no longer base the termination on these circumstances. 

(4) Regardless of the regulation in paragraph 3 North.io can terminate the contract without observing a period of notice or to block the access to APPLICATION and to the Cloud temporarily up to the complete payment, if the customer is in arrears with the payment of the monthly fee or other invoice amounts for more than one month. In this case North.io can additionally demand a lump-sum compensation due immediately in one sum, amounting to one quarter of the remaining monthly fee until the end of the regular contract period. The customer reserves the right to prove a lesser loss. 

(5) Any termination must be in writing (including e-mail) to be effective. 

(6) The Customer shall back up data inventories (e.g. by download) on its own responsibility in good time before termination of the contract. If desired and exclusively after separate agreement North.io will support the customer against separate payment thereby. The customer will no longer be able to access his data files after termination of the contract. 

(7) North.io is entitled to delete data and deactivate access data provided without prior notice upon termination of the contract. 

 

§ 14 Force majeure

Neither of the contracting parties shall be obliged to fulfill the contractual obligations in the event of and for the duration of force majeure. In particular, the following circumstances shall be considered as force majeure in this sense: 

  • Fire/explosion/flood for which the contracting party is not responsible, 
  • war, mutiny, blockade, embargo, 
  • industrial dispute lasting more than 6 weeks and not culpably caused by the contractual partner, 
  • technical problems of the Internet which cannot be influenced by a contracting party; this does not apply if and insofar as North.io also offers the telecommunication service. 

Each contracting partner has to inform the other immediately in writing about the occurrence of a case of force majeure. 

 

§ 15 Final Provisions

(1) These regulations shall be governed by German substantive law to the exclusion of the UN Convention on Contracts for the International Sale of Goods. 

(2) Annexes shall form an integral part of this contract in their respective valid version, i.e. signed by both contracting parties. 

(3) There are no collateral clauses outside this contract and its annexes. Amendments or supplements to this Agreement and the Annexes must be made in writing to be effective. This shall also apply to any waiver of the written form requirement. 

(4) The possible invalidity of individual provisions of this contract shall not affect the validity of the remaining content of the contract. 

(5) If, in the practical application of this Agreement, gaps arise which the contracting parties have not provided for, or if the invalidity of a provision within the meaning of subsection 4 is established by a final court decision or by both contracting parties in agreement, they shall undertake to fill or replace such gap or invalid provision in an objective and appropriate manner oriented to the economic purpose of the Agreement. 

(6) The exclusive place of jurisdiction, unless a norm mandatorily orders another place of jurisdiction, is the district court responsible for North.io.