§ 1 Scope / Conclusion of contract
(1) lawcode UG (haftungsbeschränkt), represented by its managing directors Mr. Patrick Diede, Lukas Hoffmann, Dr. Ubbo Assmus and Dominik Lienen, Morgensternstraße 31, 60596 Frankfurt am Main, Germany, (hereinafter "lawcode") offers and provides the Hintbox (hereinafter "Hintbox") to its customers. lawcode is an IT software provider with a focus on compliance.
(2) With Hintbox, lawcode has developed a digital whistleblowing system as software as a service. Stakeholders of the client can inform the client about irregularities and violations of the law via the Hintbox, so that these reports can be processed and follow-up measures can be initiated.
(5) Any deviating or conflicting terms and conditions of the Customer shall not be recognized by lawcode. Anything to the contrary shall only apply if lawcode has previously expressly agreed to the Customer's terms and conditions in text form (e-mail).
§ 2 Subject of the contract
(1) The subject matter of the contract is the provision of the Hintbox to the Customer with its contractually agreed functionalities in accordance with the Service Specification (hereinafter "Performance Description") and the granting of rights of use by lawcode to the Customer for the purpose of using the Hintbox in accordance with the contract.
(2) The customer is obliged to pay lawcode an appropriately agreed compensation for this.
§ 3 Provision of the Hintbox
(1) lawcode shall provide the Costumer with a Hintbox as a Software as a Service via the Internet against compensation for the duration of the contract. The functional scope of the Hintbox results from the respective Performance Description.
(2) lawcode provides the Customer with storage space for the incoming reports and other related information in a cloud of 10 GB on servers located in Germany / European Union.
(3) lawcode shall implement appropriate measures against data loss and to prevent unauthorized access by third parties to the Customer's data. lawcode shall perform daily back-ups, check the customer's data for viruses and install firewalls in accordance with the state of the art.
(4) As a processor within the meaning of Art. 4 No. 8 GDPR, lawcode is exclusively responsible for the data protection requirements relating to a processor.
(5) The Customer shall in any case remain the sole owner of the data and may therefore demand the return of individual or all data at any time.
(6) Upon termination of the contractual relationship, lawcode shall immediately return to the Customer all data stored on the storage space allocated to him. The data shall be surrendered at the Customer's discretion either by handing over data carriers or by transmission via a data network. The Customer shall not be entitled to also receive the Hintbox suitable for the use of the data.
(7) lawcode will continuously develop the Hintbox with regard to new and further features and thereby constantly improve the Hintbox through updates and upgrades.
§ 4 Support services and software maintenance / warranty
(1) lawcode provides the Customer with a ticket system through which the Customer can report any technical problems or software errors. The corresponding information is displayed to the Customer in the Hintbox.
(2) Upon receipt by lawcode, lawcode will promptly respond to such inquiries / notifications from the Customer by telephone or in text form (e-mail).
(3) lawcode is entitled to make technical adjustments, changes and additions to the Hintbox or the underlying infrastructure, as well as measures that serve to detect and remedy malfunctions (hereinafter "Software Maintenance").
(4) lawcode shall generally perform software maintenance on weekends between Saturday 08:00 (CET) and Sunday 24:00 (CET) or at night on any weekday in the period between 22:00 (CET) and 08:00 (CET) the next morning. In exceptional cases, particularly in urgent cases, software maintenance may also be carried out during all other times, taking into account the least possible disruption to ongoing operations.
(5) lawcode ensures the technical functionality of the Hintbox according to the performance description in accordance with the statutory rules.
§ 5 Rights of use
(1) All intellectual property rights and know-how in the Hintbox shall remain with lawcode.
(2) lawcode grants the Customer, as an individual company, a simple, non-exclusive, non-transferable, non-sublicensable right to use the Hintbox as a digital whistleblowing-system for a limited period of time during the agreed contractual term and within the European Economic Area.
(3) If lawcode makes new versions, updates, upgrades or other new deliveries with regard to the Hintbox during the term of the agreement, the above right of use shall also apply to these.
(4) The granting of the above right of use shall only apply to the Customer or a company (a legal entity). The Customer is not entitled to make the Hintbox available for use to further companies of a group of companies, group companies within the meaning of §§ 15 et seq. of the German Stock Corporation Act (AktG) or other third parties, either for a fee or free of charge, to grant sublicenses and/or to make it available, unless this is expressly agreed in text form (e-mail) between the parties or the Customer books additional licenses for companies (e.g. subsidiaries) against payment of a fee. Any transfer of the rights of use and/or further granting of additional rights of use by the Customer is expressly prohibited. The Customer is expressly prohibited from sub-leasing the Hintbox.
(5) Furthermore, the Customer is not entitled to reproduce, modify, distribute, sell, rent, lend, edit, redesign or misuse the Hintbox and/or any part thereof. The Customer shall neither reverse engineer the Hintbox nor extract its source code. Exceptions only apply if these are permitted within the framework of §§ 69d, 69e UrhG (German Copyright Act) or lawcode has given its prior express consent to this in text form (e-mail).
(6) lawcode shall provide the Hintbox free of any third party rights that are in conflict with its use as a whistleblowing system.
(7) If third parties assert conflicting rights, the parties shall inform each other thereof in text form (e-mail) without undue delay.
(8) lawcode shall indemnify the Customer against all claims by third parties on account of the rights granted, including the costs of the necessary legal defense, which are connected with an alleged or established infringement of rights.
(9) In the event of conflicting rights of third parties, lawcode must ensure at its own expense that the Customer can continue to use the Hintbox as agreed between the parties. To this end, lawcode may, for example, modify the services in such a way that the rights of third parties are no longer affected without restricting the usability and without changing the service obligations of lawcode.
§ 6 Obligations of the Customer
(1) The Customer is obligated to use the Hintbox exclusively for its contractual and intended use as a digital whistleblowing-system with its functionalities in accordance with the Performance Description.
(3) The Customer is solely responsible for the content-related and legal use of the Hintbox. The responsibility for the data protection compliant use of the Hintbox is exclusively incumbent on the Customer as the controller within the meaning of Art. 4 No. 7 GDPR. The same applies to further legal requirements, such as according to the German Telemedia Act and the EU-Whistleblower-Directive 2019/1937 of 23.10.2019.
(4) The account registered by the Customer is not transferable to third parties and may only be used by the person who was first registered for the account. Third parties may not use the Hintbox with access data of another registered person.
(5) The Customer is obligated to assign an initial password for the use of Hintbox. The Customer is obligated to keep the access data assigned to it secret, to protect it from access by third parties and not to disclose it to unauthorized third parties.
(6) The Customer shall inform lawcode without delay if the Customer loses the access data or if it is suspected that unauthorized third parties have gained knowledge of or are using the access data.
(7) The Customer is obliged to check its data for viruses or other harmful components before storing it on the storage space and to use state-of-the-art virus protection programs for this purpose.
(8) Notwithstanding lawcode's obligation to back up data, the Customer is responsible for entering and maintaining its own data and information required to use Hintbox.
(9) The Customer grants lawcode free of charge the necessary rights to all data stored in the Hintbox for the purpose of making the Hintbox available as well as for the purpose of data storage and data backup, insofar as this is necessary for proper data processing and provision of the Hintbox (e.g. conversion into other formats) and in order to be able to make the Hintbox available to the Customer when the Customer requests it via the Internet.
(10) The Customer warrants that he is entitled to grant lawcode the rights mentioned in paragraph 9 and that no rights of third parties are infringed thereby. Furthermore, the customer warrants that its logo, trademarks and other information customized or uploaded by the customer in the Hintbox are free of third party rights.
(11) In the event that third parties assert claims against lawcode for infringement of a right, in particular a personal right, copyright or other industrial property right, the Customer shall immediately notify lawcode of such third party claims, provide lawcode with all information necessary for defense and available at the Customer's premises, and provide other appropriate, reasonable support. The Customer shall bear the costs of the extrajudicial and judicial defense against such claims.
If third parties assert such claims directly against lawcode, the Customer shall indemnify lawcode upon first request against all (damage) claims and other costs, including all necessary legal defense costs, in connection with an alleged or established infringement.
§ 7 Compensation
(1) The Customer is obliged to pay lawcode an annual fee plus the statutory value added tax for the provision of the Hintbox.
(2) Unless otherwise agreed, the compensation shall be based on the license selected by the customer at the time the contract is concluded.
(3) The annual fee is due upon conclusion of the contract.
(4) lawcode shall debit the fee due from the Customer via the Customer's credit card deposited by the Customer or via a direct debit procedure with the Customer.
(5) lawcode shall provide the Customer with an auditable invoice with a VAT statement in text form (e-mail with pdf file).
§ 8 Contract period / Termination
(1) The contract shall have a definite minimum term of 12 months, starting from the conclusion of the contract.
(2) The Customer shall be entitled to terminate the contract for the first time with three months' notice to the end of the 12-month term. If the Customer does not terminate the contract (in due time), the contract shall be extended by one year at a time.
(3) The right to terminate without notice for good cause remains unaffected for both parties.
(4) In particular, lawcode shall be entitled to such termination without notice for good cause if the Customer fails to make due payments despite a reminder and setting of a grace period, or if the Customer breaches its obligations under § 6 (obligations of the Customer). Termination without notice shall in any case require that the other party is warned in writing or in text form (e-mail) and requested to eliminate the alleged reason for termination without notice within a reasonable period of time.
(5) The termination must be in text form (e-mail).
§ 9 Liability
(1) Claims for damages against lawcode are excluded regardless of the legal grounds, unless lawcode, its legal representatives or vicarious agents have acted with intent or gross negligence. lawcode is only liable for slight negligence if one of the essential contractual obligations has been violated by lawcode, its legal representatives or executives or vicarious agents. In this regard, lawcode is only liable for foreseeable and contract-typical damages, the occurrence of which must typically be expected. Material contractual obligations are those obligations which form the basis of the contract, which were decisive for the conclusion of the contract and on the fulfillment of which the Customer may rely.
(2) lawcode shall be liable without limitation for damages caused intentionally or negligently by injury to life, body or health by lawcode, its legal representatives or vicarious agents. Liability under the German Product Liability Act remains unaffected.
(3) The strict liability of lawcode for damages (§ 536a of the German Civil Code) for defects existing at the time of conclusion of the contract is excluded; paragraphs 1 and 2 remain unaffected.
(4) lawcode shall not be liable for the loss of data insofar as the damage is due to the Customer's failure to perform data backups and thereby ensure that lost data can be restored with reasonable effort.
(5) Neither party shall be liable to the other party in cases of force majeure. Force majeure shall be natural events caused by earthquakes or explosions, nuclear, chemical or biological contamination, acts of war, terrorism, riots, insurrections or revolutions, epidemics or by other comparable events or circumstances beyond the reasonable control of the parties.
(6) lawcode is only responsible for the proper operation and functionality of the technical infrastructure of the Hintbox. lawcode is not responsible for the legally compliant or content-related use of the Hintbox as a digital whistleblowing system, in particular in accordance with the applicable legal standards.
(7) lawcode is entitled to immediately block the Hintbox if there is reasonable suspicion that the stored data is illegal and/or violates the rights of third parties. lawcode must notify the Customer of the blocking and the reason for it without delay. The blocking shall be lifted as soon as the suspicion is invalidated.
§ 10 Data Protection
(1) As the controller pursuant to Art. 4 No. 7 GDPR, the Customer itself is responsible for compliance with data protection regulations and laws. lawcode shall act as a processor for the Customer pursuant to Art. 28 GDPR
(2) The Parties undertake to conclude a contract for commissioned processing pursuant to Art. 28 GDPR.
(3) lawcode is obliged to comply with the specifications of the contract for commissioned processing.
§ 11 Applicable law / place of jurisdiction
(1) This contract shall be governed by German law to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
(2) The exclusive place of jurisdiction for disputes arising from this contract is the registered office of lawcode.
§ 12 Amendments / Final Provisions
(2) Verbal collateral agreements have not been made. Amendments, supplements and additions to this contract shall only be valid if they are agreed between the contracting parties at least in text form (e-mail). This shall also apply to the amendment of this contractual provision.
(3) Should any provision of this contract be or become invalid, this shall not affect the validity of the remaining provisions of the contract. The invalid provision shall be deemed to be replaced by a valid provision that comes as close as possible to the economic purpose of the invalid provision. The same shall apply in the event of a gap in the contract.
Supplementary conditions for the Ombuds Solution
lawcode provides its Customers with the Ombuds Solution. Customers can use it to book Hintboxes as digital whistleblowing systems and provide them to their clients ("Clients") in their own name and for their own account. The Customer can administer the Hintboxes via the Ombuds Solution. The functionalities of the Ombuds Solution result from the Performance Description. The Customer is obligated -- depending on the selected package -- to pay a correspondingly agreed remuneration to lawcode for this.
In addition, the following supplementary terms and conditions apply to the Ombuds Solution:
§ 1 Right of use -- Ombuds Solution
(1) lawcode grants the Customer a simple, non-exclusive, non-transferable right of use to the retrieved Hintbox, limited to the territory of the European Union and limited in time to the duration of the contractual term of the Hintbox, so that the Customer may also distribute and provide the Hintbox to its Clients for the purpose of using a digital whistleblowing system for a fee.
For clarification: lawcode is still entitled to market and distribute its digital whistleblowing systems directly and indirectly as well as in any other form, also by itself or through third parties.
(2) The Customer is not entitled to grant simple or exclusive sublicenses in any form for the distribution of the Hintbox.
§ 2 Contracts between the Customer and its Clients
(1) lawcode authorizes the Customer to grant its Clients, in its own name and for its own account, a simple and non-exclusive right of use to the retrieved Hintbox, limited to the territory of the European Union, limited in time for the term of the contract for the Ombuds Solution and Hintbox, and non-transferable.
(2) The Customer shall apply and implement the following parameters in the contracts between the Customer and its Clients:
The license for the Hintbox is a single company license (one license per company). The Customer's Clients may therefore not be entitled to provide and/or transfer a license for the Hintbox to further companies of a group of companies, group companies within the meaning of §§ 15 et seq. of the German Stock Corporation Act (AktG) or other third parties for use against payment or free of charge, unless the Customer's Clients book further corresponding licenses.
Any unauthorized transfer of the rights of use and/or further granting of further rights of use by the Client must be expressly prohibited by the Customer contractually vis-à-vis its Clients.
Furthermore, Customer shall ensure that its Client is prohibited from modifying, lending, editing, redesigning or misappropriating the Hintbox and/or any part thereof. The Customer's Client may neither reverse engineer the Hintbox nor extract its source code. Exceptions apply only if these are permitted within the framework of §§ 69d, 69e UrhG (German Copyright Act) or lawcode has given its prior express consent to this in text form (e-mail).
§ 3 Compensation
(1) Depending on the selected package, the Customer shall pay a fee for the Ombuds Solution in the form of an annual fee plus the statutory value-added tax.
(2) Customer shall pay an annual fee plus statutory value added tax for each booking of a Hintbox for its Clients
§ 4 Term of contract / termination of the Hintbox within the Ombuds Solution
The Hintboxes retrieved by the Customer are also annual licenses that are extended by twelve (12) months if they are not terminated by the Customer to lawcode in text form (e-mail) two (2) months prior to the expiration of the annual license term.