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Terms and Conditions

General Terms and Conditions for the use of UnTouch – Software and Hardware

of Coeln Concept GmbH (hereinafter referred to as "CC"),
represented by the Managing Director Mr. Dr. Thomas Müller,
Register Court: AG Cologne HRB 45207,
VAT ID No.: DE 196484181

Coeln Concept GmbH
Uhlstraße 19-23
50321 Brühl

Tel.: +49 2232 50155-0
Fax: +49 2232 50155-200
E-mail: info@coelnconcept.de

1. Scope of Application

These general terms and conditions apply to all declarations of intent, contracts and legal transactions or legal transaction-like actions of CC with its customers in connection with the services offered at www.untouch.de. Counter-confirmations from the customer referring to their own business or usage conditions are hereby rejected. They do not become part of agreements unless expressly confirmed in writing by CC. Sales are only made to commercial entities.

2. Subject Matter of the Contract, Minimum Age, Conclusion of Contract

2.1 CC offers the customer the use of software (UnTouch Web) provided over the internet and associated hardware (UnTouch Phone and App, UnTouch Tag) as part of a paid time-limited contract via the portal at www.untouch.de, with which the customer can capture tools and machines and manage their issue and return, as well as additional modules. The details of the software packages, additional modules, and hardware offered by CC can be found on the website at www.untouch.de.

2.2 CC provides the customer with the corresponding software package for the duration of the contract via download or over the internet. CC also offers an app that is available for download. The required internet access is not part of the contract, for which the customer is solely responsible, and for which only the contract between the customer and their internet provider is relevant (see also clause 4).

2.3 The customer must be at least 18 years old.

2.4 Information on the CC/untouch.de website does not yet constitute a binding contractual offer.

2.4.1 CC reserves the right to offer the customer a free trial version. If the customer chooses this option, by clicking the 'Register' button, they make a binding offer to conclude the contract for the free use of the software for the trial period. CC accepts the offer by providing the customer with access and sending them a confirmation email with the access details.

2.4.2 If the customer opts for a paid offer, they first request the corresponding access details for the software and set up access to it. The customer then makes a binding offer to conclude the contract by selecting the appropriate product license, agreeing to the present terms of use, and clicking the 'order with payment obligation' button after entering the payment details. CC accepts the customer's offer by sending them an email with a confirmation. CC retains the right to refuse a customer without providing reasons. CC will declare acceptance or rejection no later than 5 working days after receipt of the customer's application.

2.4.3 With regard to the paid offers, the customer can also submit a binding offer via email or telephone. CC accepts this offer by sending the customer an email with the access data. Clause 2.4.2 last sentence applies accordingly.

2.5 Details on how the contract is concluded with the customer are available to the end customer on the website at www.untouch.de under "Information on Contract Conclusion".

3. Updates

CC reserves the right to provide the customer with improvements, updates or extensions of the software package during the term of the contract (so-called "updates"). The customer has no entitlement to corresponding updates – without prejudice to any warranty claims. CC is also not liable for the operability of the software on the supplied hardware. Any updates offered by CC will also be made available via download over the internet. Unless otherwise agreed, these terms of use also apply to the updates.

4. System Requirements

In order to use the services of untouch.de without restrictions, the customer requires an internet browser (>IE9, >Firefox, >Chrome), an internet connection (DSL is recommended), a Wi-Fi access for the smartphone, and for the computer, a RAM of at least 1 GB, free hard disk space of at least 1 GB, a screen with a resolution of at least 1280 x 1024 pixels, and a processor of at least 2 GHz.

5. Duration of the Contract, Termination

5.1 The duration of the agreement is one year from the time the access data is received by the customer, depending on the product. The trial license has a different duration. The respective duration will be indicated accordingly.

5.2 At the end of the respective term, the contract will automatically renew for one year, unless the customer cancels at least three months before the end of the term.

5.3The rights of both parties to extraordinary termination for good cause remain unaffected by the preceding clauses 5.1 and 5.2. A good cause exists on the part of CC particularly if the customer,

  • violates essential provisions of these terms of use (cf. clause 6.1), in particular unlawfully uses the software beyond the rights provided in clause 6.2,

  • makes interventions in the software that prevent the software from accessing the CC/untouch.de servers and thus impairs the functionality of the software,

  • uses the software unlawfully for criminal or illegal activities, in particular to upload illegal content or to read, download or use substantial parts of a third-party database (cf. clauses 7.1 and 7.2).

5.4 For special and promotional offers (in particular offers with annual payment terms), different notice periods may apply, which will be specifically pointed out before the conclusion of the contract.

5.5 After effective termination or other contract termination, the customer must immediately delete the software and all components such as documentation, etc. from their computer.

6. Grant of Rights

6.1 The software provided to the customer for the respective contract term is protected by copyright.

6.2 CC grants the customer a simple, conditional right, dependent on the payment of the agreed fee and limited in time to the duration of the respective license agreement, to use the software package over the internet and to let it expire within the framework of the contractually stipulated use. The rights are granted per license exclusively for use on their computers (the maximum number of users per corporate license is 100 users). The customer is not entitled to pass the software on to third parties (for a fee or free of charge). Any use of the software beyond this, particularly distribution, reproduction or public accessibility, is prohibited without the express consent of CC. Any modification and other interventions in the software, such as decompilation, disassembly and reverse engineering, are also prohibited. The customer's rights expire upon termination of the contract (see clause 5). Renting or leasing the software is also prohibited. In the event of a transfer, the customer is obliged to delete all binding copies of the software on their computer. In the case of a software update, the transfer of the software and the aforementioned obligation apply to all previous software versions. A transfer of the software for commercial purposes is prohibited.

6.3 The documentation of the software provided to the customer may only be used for the intended purpose of the software and in accordance with the preceding clause 6.2.

7. Customer Obligations, Indemnification

7.1 The software (UnTouch Web) and associated hardware (UnTouch Phone and App, UnTouch Tag) enables the customer to record tools and machines and manage their check-in and check-out. CC provides only the technical means for this. The customer is solely responsible for the individual actions and their content. They commit to not uploading any content while using the UnTouch software that contains incorrect information or illegal content (e.g. images or descriptions that violate third-party copyright, trademark, and related rights or competition law provisions).

7.2 The customer commits to refrain from any actions while using the UnTouch software that would lead to the gradual extraction or downloading of substantial parts of a third-party database, whether by nature or extent. They are also prohibited from systematically extracting, downloading, and using individual parts of a database. The customer is obliged to respect the copyright, related rights, trademark, or other rights of third parties (especially rights to offer descriptions, photos, etc.) regarding individual search results or offers and to refrain from any unlawful reproduction, distribution, public accessibility, or other use. If CC becomes aware that the customer is engaging in actions as described in the preceding sentences, it reserves the right to terminate the customer immediately and extraordinarily (see Section 5.3).

7.3 The customer agrees to indemnify CC and its employees and other agents from any liability and all costs, including legal fees for legal defence as well as possible and actual costs of legal proceedings and any fines imposed or to be imposed by a court, in the event that CC, its employees or other agents are claimed against by third parties because the customer has culpably violated its obligations under clauses 6.2, 6.4, 7.1 or 7.2 of these terms and conditions, thereby infringing the rights of third parties. CC shall inform the customer immediately in the event of a claim by third parties and, as far as possible and reasonable, give the customer the opportunity to defend against the asserted claim. The customer is also obliged to promptly provide CC with all available information regarding the relevant circumstances in full. Any further claims for damages by CC remain unaffected.

8. Warranty from CC

8.1 CC provides a warranty in accordance with statutory provisions that the software provided to the customer functions properly. CC does not provide any warranty for disruptions that are based on the internet access or internet provider used by the customer, as well as on hardware or software that does not meet the system requirements (see clause 4).

8.2 CC has carefully checked the software to ensure that it is free from third-party rights and does not have any legal defects. Should a third party raise claims regarding alleged rights to the software or regarding the inadmissibility of the contractual use of the software, the party being claimed against will promptly inform the other party. Notwithstanding the statutory warranty rights, in such cases the customer is obliged, upon request from CC, to immediately cease using the UnTouch software and/or to delete the software from their computer.

9. Liability of CC

9.1 CC is liable under the statutory provisions for damages to the customer that are caused intentionally or through gross negligence, or that are based on a culpable violation of essential contractual obligations, meaning those contractual obligations whose fulfilment makes the proper execution of the contract possible in the first place and on whose compliance the contractual partner may regularly rely, and whose violation on the other side jeopardises the achievement of the contractual purpose. CC is also liable under the statutory provisions for damages resulting from the absence of a guaranteed property, which are the result of a violation of health, body, or life for which CC is responsible, or for which liability is provided under the Product Liability Act.

9.2 Apart from the cases mentioned in the preceding section, CC's liability – regardless of the legal basis – is excluded. CC is particularly not liable for damages in connection with the loss of data, provided that such damages could have been avoided by the customer through regular and complete backup of all relevant data. CC is also not liable for damages that solely result from the customer making contractual changes to the software or documentation or using hardware or software that does not meet the system requirements (see section 4).

10. Data Protection

CC places the utmost importance on compliance with data protection regulations. It uses the personal data provided by the customer solely for the purpose of fulfilling contractual obligations. Data is not shared with third parties. Further information is contained in our Data Protection Policy.

11. Legal Notice Regarding Documentation and Website Content

The documentation attached to the software and the content of CC's websites are created and updated with significant economic effort. The use of the content is permitted only for the customer's informational purposes for personal use and for non-commercial purposes (see also section 6.4 regarding documentation). Any further use of the content or linking to the content for commercial purposes is not permitted. This applies regardless of the legal protectability, particularly for technical descriptions, graphics, logos, and trademarks of CC/UnTouch. The customer acknowledges the above restrictions on the use of the content.

12. Final Provisions

12.1 The language available for the conclusion of the contract is exclusively German.

12.2 No separate contract text is provided for the contract regarding the use of the UnTouch software. The content of the contract concluded between the customer and CC is derived from these General Terms of Use as well as the specific information provided, if applicable, in the confirmation email (see section 2.4). The information is stored by CC but is no longer accessible to the customer via the internet.

12.3 The contract is exclusively governed by the law of the Federal Republic of Germany. The applicability of the UN Sales Convention and German International Private Law is excluded.

12.4 If the customer is a merchant, a legal entity under public law, or a special fund under public law, the exclusive place of jurisdiction for all claims arising from or in connection with the contractual relationship is Cologne.

Status: December 2018

© Coeln Concept GmbH