TERMS OF SERVICE

PARTNER CLOUD SYSTEM

These terms of service (Terms) describe our obligations as a service provider, and your obligations as our customer. Please read these Terms of service carefully.

These Terms are in effect once you start using the management portal of the system (services).

Awesome Developers reserve the right to change these Terms at any time, effective immediately once posted on our website and once accepted in the management portal of the partner portal system, where you will be prompted to accept the revised version. We hereby declare, that we will take due care to notify you, as a customer, that our Terms of service are about to be modified and make sure that you have received the updated document.

By using our services, you acknowledge, that you have read and understood these Terms and you have the authority to be bound by these Terms.

Definitions

Awesome Developers, We, Us, or Our - means Awesome Developers UG company.

Customer, Subscriber, You, Your- means the company or other legal entity for which you are accepting these Terms of Service. 

 

Service, Product, Software, Partner Portal, System - means the product/service provided by Awesome Developers UG, the Partner Portal System.

Help Desk, Helpdesk - is a customer facing web service, available at 

http://support awesomedevelopers.eu

Issue Tracker - is a software tool used by Awesome Developers internally to track work items and spent time. 

Terms, Agreement - means this document that is the General Terms of Service.

Content, Your Data - means any data, documents, graphics, text, reproductions and similar, electronic, submitted by you to the Partner Portal System.

1. Use of Software

  1. Awesome Developers grants you the right to access and use the service, known as Partner Portal System.

  2. The right to use the software is non-exclusive, non-transferable and limited by and subject to these Terms of Service.

  3. You acknowledge, that the software is running within the infrastructure of Awesome Developers that it is provided as a managed service. You are therefore not granted any rights to access any underlying and/or supporting the infrastructure of the software source code

  4. You are granted the right to design the system that fits your needs and invite your users, customers, your own employees or other third parties into the system, both the management and end-user facing sections, and you acknowledge that the liability for actions of those users rests solely with you.

  5. The software may be branded with your corporate logos. You can place a copyright on the end-user facing part of the system, stating that the copyright is to cover to your logo and all your content.

  6. You are entitled to place your own terms of service, disclaimer, and privacy policy documents on the end-user facing part of the system, knowing, that these only apply to your content, logo and branding. 

  7. You may run the software under a sub-domain that will be created for you by the system. 

  8. When using the service you must not:

    1. Attempt to undermine the security of the service,

    2. Use or abuse the service in any way that would compromise the service functionality

    3. Input into the system any files that may be considered dangerous (malicious software), offensive, or material that is in violation of any law

    4. Attempt to reverse engineer, copy or reproduce the system or any of its parts, except in those cases where such an action is necessary to use the system

    5. To refrain from any use of pornographic content on the system.

2. Our Responsibilities

  1. We will make the service and content you entered into the service available to you, and provide support as specified in this agreement.

  2. We will use commercially reasonable efforts to make the service available 24 hours a day, 7 days a week, except for:

    1. Planned downtime

    2. Any unavailability caused by circumstances beyond our reasonable control

    3. Internet service provider failure, delay, or malfunction

    4. Malicious attacks against the service

  3. We will maintain administrative and technical provisions to safeguard the security and confidentiality of your data on a best effort basis.

  4. We will be responsible for the actions and performance of our employees and/or sub-contractors, as to comply with the terms specified herein.

  5. We may make beta services or beta quality service, product or software available to you at no charge. In such a case, it is entirely up to you if you choose to use such a service, product or software. In no way, we warrant or guarantee any proper operation of such service and hereby state that such a product is not intended for production use.

3. Your Responsibilities

  1. You are solely responsible for your data and content submitted to the service.

  2. You are responsible for paying any fees invoiced in due time.

  3. The service is a subscription-based product, with a fee of EUR 2000 per month for up to 700 users and then EUR 3 per month for every user above 700 users (excluding your employees).

  4. We will issue an invoice on the first business day in a given month. We will continue invoicing you monthly until the service is terminated.

  5. If any data you submit into the service causes a service disruption, partial or full malfunction, or breakage, you are obliged to remove such a piece of data and contact us for support. We may take steps to remedy such occurrence of bad input, if technically feasible, in the future, but are in no way bound to do so. You acknowledge, that you may be directed not to use a specific piece of data (mainly dynamic or interactive scripts to be injected into a service, product or software) and you are obliged to comply with such request.

  6. You must ensure, that any and all access credentials to any of service, product or software are safeguarded against misuse, theft or abuse using commercially reasonable efforts.

  7. You will not redistribute, copy, sublicense or modify the software provided to you unless you obtained a written consent from us.

  8. You will not make the service available for modification and/or sublicensing by a third party unless you obtained a written consent from us.

4. Custom Features, Schedule, Service Fees

  1. You can request additional features currently not provided by the software, or professional services to help you set-up the software in a specific way.

  2. You, as a customer, are obliged to clearly, and with the best possible accuracy and detail, communicate your requirement s for any new features or behavior modification. The requirements can take these forms:

    1. Specification of the requested feature or configuration of the service in the written form

    2. If you are provided with access to our customer support systems, mainly helpdesk and/or issue tracker, you can use these tools to submit your requirements. In such a case, the requirements input into any of these systems have the same validity as if submitted as per the previous point.

  3. We will provide you with a time estimate based on the requirements submitted. The estimation may be given as:

    1. A general schedule of work for an entire list of services to be provided by us.

    2. Individual estimates to be entered in our customer support systems, mainly our helpdesk which you are entitled to use as per this agreement.

  4. Any submitted task or requirement will not be implemented in action unless you give us consent to proceed after the initial estimate is available to you.

  5. We as a service provider give estimates on the requested modifications. You acknowledge, that the time estimate or estimates may not be accurate, due to unknown factors, unforeseen technical problems and/or delays, unclear requirements or the original requirements being outdated or deemed insufficient during the implementation of the best effort basis and are by no means to be taken as a guarantee, that the time target will be met.

  6. We reserve the right to change the time estimates and associated costs to you, at the first opportunity when such estimate correction is either necessary or any new circumstances directly or indirectly influencing the original estimate are discovered.

  7. We are obliged to inform you about circumstances in the previous point at the earliest opportunity, via means of communication as described in section 11.

  8. You agree to pay a development fee based on the actual time spent on developing a feature or on providing a service, such as consulting, training, and similar.

  9. Development fees in effect (as per the previous point), are to be specified in a contract (project contract) between you as a customer, and us, as a service provider, in accordance with our General Terms of Service.

  10. If not agreed otherwise, payment for any professional service or feature development is to be made together with the next applicable subscription fee, on the same invoice, issued and delivered to you.

  11. Subscription to the partner portal system gives you the right to use our helpdesk system for support.

5. Access to Data, Services and Infrastructure

  1. You will provide us with any data or content, material or electronic, necessary to provide, develop, or fulfill any requested feature, or service, as per section 4.

  2. We are not obliged to perform any checks on the correctness, or suitability of material handed to us.

  3. If necessary, you shall provide the required cooperation, and allow us to access any third-party services you may wish to use with the service for the purpose of integration, without any unreasonable delay.

  4. If necessary, we may request to access your infrastructure, for the purpose of setting up suitable environment to run any service, product, software, component or deliverable. You are obliged to grant us such access, if permissible by law and/or your internal process.

  5. We hereby state, that we will take the utmost care not to disturb any services in use by you, or cause any downtime of infrastructure you own, unless absolutely necessary.

  6. We will not leverage access to your data, services and/or infrastructure to obtain any confidential information, as specified in section 12.

6. Project Management

  1. You are considered a stakeholder in any custom feature development or workflow design. You acknowledge, that you are solely responsible for requesting specific features and specifications thereof, and we are not liable to any extent as permitted by law if any such requested feature does not meet your operational requirements.

  2. We will undertake to warn you, on a non-guaranteed, best effort basis, if any requested feature or modification of the behavior of the service is in contradiction with the general purpose and goals as communicated by you to us.

  3. Unless stated otherwise, you are to appoint one single person to be the authority on the planning, execution and specific implementation of any requested features, both in time and operation.

  4. We will endeavor to implement a project management process with you that clearly define the way that all parties will cooperate.

  5. Unless stated otherwise, we will inform you of the progress on any development, once every two weeks.

7. Acceptance Procedures 

  1. Any service, product, software, component or deliverable will be made available to you, by us, readily prepared to be used within the environment of the service or connected services.
  2. Once installed (deployed), you are obliged to check the delivered product for any defects, within the period of 14 days (test period).

  3. Any defects found in the test period are to be submitted to us in writing or using our helpdesk system. All such defects must be marked as bug, problem, error, and defect or similar.

  4. If anyone specific reported defect is deemed to were an additional request for a new feature, it is not to be considered a defect as per t his section (section 8).

  5. If any errors occur during the test period, we will make the best effort to remedy the defect in a timely fashion, without further costs to you.

  6. After a defect is rectified, a subsequent test period of 14 days is in effect.

  7. The test period ends whenever any of the following occurs:

  8. No defects are reported in a period of 14 days after delivery, or after rectifying of the last known defect

  9. A written statement by you confirming, that the delivery has been accepted

  10. Once the test period ends, the delivery is considered as accepted by you.

  11. You are obliged to provide us with a target system, server or any technological means as appropriate for given service, product, software, component or deliverable to be handed over to you for production use, based on requirements initially specified.

  12. Any failure to comply with such requirements as defined in the previous point, therefore preventing the delivery to be used in production is not a basis for withholding any remaining fees to be paid by you to us for services rendered.

  13. Once the deliverable is accepted, we will provide training services with respect to the service, product, software, component or deliverable, limited to 24 man hours (3 man-days) in total; you are eligible to utilize the maximum of 24 man hours in total worth of training services during a period of 3 months after the acceptance of the deliverable.  Any further training may be obtained from us at the support hourly rate, as agreed upon in a specific contract between you and us.

  14. You are not entitled to the training services unless the delivery has been accepted.

8. Intellectual Property

  1. The service may contain intellectual property or a third -party. In such cases, we guarantee, that we comply with legal provisions we are obliged to fulfill under the terms imposed on us by those third-party components.
  2. Any and all parts of the service and any and all related documentation or tools remain the intellectual property of Awesome Developers UG, unless explicitly stated otherwise; if any part of the product is encumbered by a third-party license of any sort, that license is to be preserved and said part is exempt from this clause (8.3).

  3. Any data you input into the software remains your sole property with all intellectual property rights therein.

  4. You grant us a license to use, copy, transmit, store and back up your data for the purpose of enabling us to maintain, troubleshoot and further develop the service you are subscribed to.

9. Support

  1. Support and maintenance shall be provided to you, as a customer during standard business hours.
  2. You have these options to get in contact with our support:

    1. Helpdesk (available at https://support.awesomedevelopers.eu)

    2. Email (address: support@awesomedevelopers.eu)

    3. Direct Contact with our representative assigned to you

    4. You acknowledge, that you will reach out for support in the order, as listed in the clause above, that is using our helpdesk first, email contact second, and direct contact as the last measure.

  3. Support includes:

    1. Any bugs, found in the service

    2. Maintenance, for the purpose of keeping the software up to date in terms of dependencies on third-party software, as necessary

    3. Help with the usage of the service

    4. Diagnosis of problems or issues and their resolution

  4. Support services do not include the development of additional features or modification of the product, unless:

    1. The new modification, feature or development can be considered small, that is, the actual time required to implement such modification does not exceed 1 hour and is within the monthly allotted amount of support hours

    2. Without said modification, the service is inoperable, or diminished in functionality and does not serve its original purpose

10. Communication

  1. Unless expressly stated otherwise, you agree that any and all communication with you as a customer may be carried via electronic mail, through our support system (helpdesk and/or issue tracker), direct contact or direct mail.

  2. Notices sent to you in a manner described in the previous point include, but are not limited to:

    1. Exchange of necessary data

    2. Deliverables

    3. Invoices

    4. Estimates

    5. Support

  1. The primary means of contact is electronic mail.

11. Confidentiality

  1. Confidential Information means any information coming to the knowledge of the receiving party, material or electronic, concerning the business practices and processes of the other party.

  2. Unless the relevant party has the prior written consent of the other or unless required by law, each party will preserve the confidentiality of all Confidential Information of the other obtained in connection with these Terms.

  3. Each party’s obligations under this section (section 12) will survive termination of these Terms

  4. Each party will take upon itself to impose confidentiality on all its employees and/or third parties.

  5. Provisions of clauses 12.1, 12.2 shall not apply to any information, which:

      1. Is, or becomes public knowledge

      2. Is received from a third party who lawfully acquired it, without being in breach of confidentiality

      3. Is independently obtained without access to confidential information

12. Indemnification

  1. We will defend you against any claim, demand, suit or proceeding made or brought against you by a third party alleging that any service, product, or software delivered or operated by us infringes on such third party’s intellectual property rights and will indemnify you from any damages, legal fees, costs and accordingly, hold you, as a customer, harmless.

  2. You will defend us against any claim, demand, suit, or proceeding made or brought against us by a third party alleging that any of your data or content is in violation of any third party’s intellectual property rights, or applicable law and will indemnify us from any damages, legal fees, costs and accordingly, hold us, as a service provider, harmless.

 

13. Warranty

  1. The provision of, access to and use of the service is on a case basis and at your own risk.

  2. We do not make any warranty of any kind, whether express, implied, statutory or otherwise, and we disclaim all implied warranties, including any implied warranty of merchantability, fitness for a particular purpose or non-infringement, to the maximum extent permitted by law.

  3. In the event the service is defective in any way, we are entitled at our sole discretion to correct the defect; we can correct a defect whenever we deem necessary, on a best effort basis without making any sort of guarantee, when such a defect may be corrected.

  4. You are obliged to notify us about any defect found within a reasonable period of time, via means of communication as stated in section 10.

14. Limitation of Liability

  1. To the maximum extent permitted by law, Awesome Developers shall in no event be liable to you (or any other person) in contract, tort (including negligence) or otherwise for any loss (including loss of data and/or profits, loss of business opportunity, business interruption, impact on business, use or content) or damage resulting either directly or indirectly from any action on our part.

  2. Should you suffer any damages, as a result of us failing to comply with any part of these Terms, or any other written agreement or contract, any claim against Awesome Developers shall be limited to maximum 3 months worth of subscription fees.

  3. We are completely exempt from any liability, direct, implied or otherwise if an incident was caused by misuse or mal intent with valid access credentials to the service.

  4. We adhere to our own best practice policies and procedures to prevent data loss, including a daily data snapshot backup system, but we do not make any guarantees that no data loss will occur. We expressly exclude liability for any loss of data no matter how caused.

  5. If you as a customer are dissatisfied with the service, your sole and exclusive remedy is to terminate these Terms in accordance with section 16.

15. Termination

  1. These Terms come into effect on the date you first accept them and continue to be in effect until the subscription is terminated and any charges accrued up to that time by you are paid in full.

  2. Unless your subscription to the service is terminated, the subscription is to be renewed on the next renew date, which is the first day of the calendar month.

  3. No refunds for subscription charges, other fees or payments will be provided, if you choose to terminate your subscription to the service.

  4. Either party may terminate the agreement without cause, upon six months written notice to the end of the calendar month; termination period starts on the 1st of the following calendar month after the delivery of the written termination notice.

  5. During the termination period, all obligations set forth in these Terms are still in effect.

  6. Nothing in this agreement shall affect each party\u2019s statutory right to terminate this agreement for cause and your right to terminate this agreement in accordance with the German Civil Code.

  7. An important cause for termination exists in particular if insolvency proceedings over the assets of the other Party are opened or if such an opening is rejected for lack of assets.

  8. We recommend you to backup all your data before you terminate your subscription. After the subscription termination, any and all data related to your subscription will be irreversibly removed.

  9. If any invoice for the service subscription due is not paid in full by the due date, we may suspend or terminate your subscription.

  10. We reserve the right to modify, suspend or terminate the service and limit or suspend your access to the service if we believe that you or any third-party you invited into the system are in violation of these terms. We will use commercially reasonable efforts to contact you directly via electronic mail to notify you, if such actions are necessary, and provide you with the opportunity to remedy any reasons for the violation within the period of 15 days after receiving the notification.

 

16. Final Provisions

  1. Each party declares, that it has validly entered into this agreement, and has the legal power to do so.

  2. You agree, that we may identify you as our customer on our website and or marketing material, and use your logo for that purpose. You are exempt from this clause if you provided a notice expressly stating to the contrary.

  3. Amendments and supplements to this Agreement, including the agreement of the annulment of this written form requirement, shall be made in writing.

  4. If any provision of this Agreement is or becomes invalid or unenforceable, then the validity of these Terms will not be affected. The Parties shall make an effort to replace the invalid or unenforceable provision by a valid and enforceable provision that is as close as possible to the invalid or unenforceable provision from an economic point of view. The same applies in the case of a loophole.

  5. You may not assign or transfer any rights to any other party without our prior, written consent.

  6. We, as a service provider are obliged to inform you, as a customer, of each change of our place of residence, or mail address.

  7. A person who is not a party to these Terms has no right to benefit under or to enforce any term of these Terms.

  8. This agreement is the entire agreement between you as a customer and us, as a service provider and supersedes all prior agreements or proposals, written or oral, concerning its subject matter. Any modifications, amendments or waivers of any provision of these Terms have to be in writing and signed by both parties.

  9. Exclusive jurisdiction for all disputes between you as a customer and us, as a service provider, arising from these Terms, is Berlin.

 

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