Our Terms and Conditions
Valid from: 31 January 2019
We are glad that you are here!
First things first
These customer terms are part of a binding contract.
These customer terms (or – if applicable – your written agreement with us) and all accepted offers together form a binding “contract” between the customer and us. “We”, “our”, and “us” refer to T-shaped Learning Solutions GmbH, the owner of the Intao brand.
Your agreement on behalf of the “customer”
If you use our services after you have been notified of a change to these customer terms, you confirm your understanding of the contract in effect at that time and agree to the contract on behalf of the customer. Before proceeding, please ensure that you have the necessary authority to enter into the agreement on behalf of the customer.
Customer options and instructions
Who is the “customer”?
The “customer” is the organisation that you represent by agreeing to the contract. If your invitation to the app came from someone who is not formally affiliated with an organisation, the customer is the individual who invited you to the admin panel or content.
What this means for the customer and for us
Persons authorised by the customer to access the services (“authorised users“) can view content and actively deal with it (e.g. by creating notes).
Only the customer can give us instructions on how to deal with the content. For example, a customer may grant or revoke access rights to the services. These options and instructions may result in access to or use, disclosure, processing or deletion of some or all customer data.
The Customer will (a) inform authorised users of all customer guidelines and practices applicable to the use of the services and of all settings that may affect the processing of customer data and (b) ensure that the transfer and processing of customer data is lawful under the agreement.
We sometimes enter into other types of order agreements. However, this must be recorded and agreed in an order form.
The price for subscriptions is regulated in the current order.
We may share information about our future product plans because transparency is important to us. However, our public statements about these product plans should only be understood as a declaration of intent. Under no circumstances should you rely on them when making a purchase. If a customer chooses to purchase our services, that choice should be based on the features or characteristics we currently provide, not on the provision of any future features or characteristics.
Feedback is welcome
The more suggestions our customers make, the better our services will be. If a customer sends us feedback or suggestions about the services, we may use them. For this reason, the customer grants us (for himself and all of his authorised users and other employees of the customer) an unlimited, irrevocable, perpetual, sublicensable, transferable and royalty-free license to use this feedback or suggestions for any purpose, without any obligation on our part or any compensation claim by the customer, authorised user or other employees of the customer. If we choose not to implement the suggestion, please do not take it personally. We still appreciate it.
Customers and authorised users
Use of services
The Customer must comply with the Agreement and ensure that its authorised users also comply with the agreement and the terms and conditions. We may, but are not obligated to, review the conduct for compliance purposes. We are not responsible for the content of the customer data or the way in which the customer or its authorised users use the services to store or process customer data. The services are not intended for and may not be used by persons under the age of 16. The customer must ensure that all authorised users are over 16 years old. The customer is solely responsible for providing internet access for himself and his authorised users to access and use the services.
Our cancellation rights
If we believe that there is a breach of contract that can be resolved simply by the customer removing certain customer information, in most cases we will ask the customer to take immediate action rather than intervene. However, we may intervene directly and take such action as we believe to be appropriate if the customer does not take reasonable action or if we believe there is a serious risk of harm to us, the services, authorised users or third parties.
Terms of payment
Customers who purchase our services will find all applicable fees in their written order or invoice. These fees are payable in advance. Payment obligations are non-cancellable and, unless expressly stated in the agreement, fees paid are non-refundable.
In case of payment by invoice, full payment must be received within 14 days of the invoice date. Fees do not include any taxes, levies, duties or similar governmental assessments of any kind. Our invoices show the fees and VAT applicable which are due on our side. The customer is responsible for the payment of all taxes associated with the purchase.
Downgrade for non-payment
If fees owed by the customer (other than amounts reasonably disputed in good faith) are thirty (30) days or more overdue, we may, without limiting our other rights and remedies, discontinue all fee-based services until such amounts are paid in full. This applies if we have notified the customer ten (10) or more days in advance of the outstanding and overdue payment. Notwithstanding the second paragraph of the “Provision of services” section below, the customer acknowledges and agrees that termination of our services will result in a possible loss of access to customer data.
Provision of services
The customer is not the only one who has obligations, we do too. We will (a) make the services available to the customer and its authorised users as described in the contract and (b) not use or process the customer data without prior written instructions from the customer, provided, however, that “prior written instructions” shall be deemed to include the use of the services by authorised users and any related or other processing necessary for the performance of the contract.
We assure you that (a) the services will not significantly reduce the functionality of any service during a subscription term in accordance with the “non-payment downgrade”. In the event of breach of any warranty described in this section, the customer’s remedies described in the sections “Termination for cause” and “Consequences of termination” shall apply exclusively.
Availability of services
For all service plans, we will make economically reasonable efforts to provide the services 24 hours a day, 7 days a week, excluding planned downtime. We expect that planned downtime will be rare. If we believe that such downtime could last longer than sixty (60) uninterrupted minutes, we will make every effort to notify the customer in advance.
Customer data protection
The protection of customer data is a high priority for us, which is why we take administrative, physical and technical security precautions. These precautions include measures to prevent unauthorised access, use, alteration, deletion and disclosure of customer information by our internal and external employees. The customer (not us) is solely responsible for ensuring adequate security, protection and safeguarding of customer data when it is in the possession or under the control of the customer or his agents or representatives.
The extended team
In exercising our rights and fulfilling our obligations under the contract, we may have the assistance of our direct employees as well as external employees. We are responsible for ensuring that this extended team fulfils our obligations under the contract.
Ownership and ownership rights
What’s yours, is yours
In the relationship between us on the one hand and the customer and the authorised users on the other, the customer is the owner of all customer data. This also applies to the content uploaded or created by the customer in the admin panel. In accordance with the terms of the contract, the customer (for the customer and all his authorised users) grants us and the extended team a worldwide, non-exclusive and limited license to access, process, reproduce, pass on, execute, export and display customer data and content created by the customer. This shall apply only to the extent reasonably necessary (a) to provide, maintain and update the services; (b) to prevent or remedy service, security, support or technical problems; (c) as required by law (d) as expressly approved by the customer in writing. The customer represents and warrants that he has secured all rights in the customer data that may be necessary for the granting of this license.
And what is ours, is ours
We are and will remain the owners of our services, including all related intellectual property rights. We may provide software components as part of the services through app stores or other channels. We grant the customer a non-sublicensable, non-transferable, non-exclusive and limited license for them and their authorised users to use these components. However, this applies only to the extent necessary to use the services and in accordance with the agreement and terms and conditions. All rights not expressly granted by this license are reserved.
Duration and termination
Term of agreement
A paid subscription has a term that expires or can be terminated. The contract remains valid until all subscriptions under the contract have expired or terminated, or the contract itself terminates. Termination of the contract will result in termination of all subscriptions and orders.
Unless otherwise stated in an order form, (a) all subscriptions shall automatically renew for additional periods equal to one (1) year or the preceding term, whichever is shorter. Further, (b) unit prices will remain unchanged during any automatic renewal period (equal to the immediately preceding term). Either party may notify the other party of the non-renewal at least thirty (30) days prior to the expiration of a subscription term to prevent the automatic renewal of subscriptions.
Termination for good cause
We or the customer may terminate the agreement by notifying the other party if the other party has committed a material breach of the agreement and such breach is not remedied within thirty (30) days of the non-infringing party’s notice of the breach. We may terminate the agreement immediately upon notice to the customer if we have reasonable grounds to believe that the services are being used by the customer or its authorised users in violation of applicable law.
Consequences of termination
In the event of termination for cause by the customer, we will refund to the customer all prepaid fees for the remainder of the term of all subscriptions after the date of termination. In the event of termination by us for good cause, the customer shall pay any unpaid fees for the remainder of the term of such subscriptions after the termination takes effect. In no case shall the termination release the customer from the obligation to pay the fees due for the period prior to the effective date of the termination.
Transfer and deletion of data
We keep customer data. Upon termination or expiration of subscriptions, we are under no obligation to store or make available any customer information and may, except to the extent prohibited by law, delete any customer information held on our systems or otherwise in our possession or control.
Assurances; Disclaimer of warranty
EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED “AS IS” (WITHOUT WARRANTY OF DEFECTS) AND “AS AVAILABLE” AND WITHOUT WARRANTY OF ANY KIND. WE EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. THE CUSTOMER ACKNOWLEDGES THAT WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE.
Limitation of Liability
IN NO EVENT SHALL THE CUSTOMER OR ANY MEMBER OF THE EXTENDED T-SHAPED TEAM BE LIABLE TO ANY OTHER PARTY OR THIRD PARTY FOR ANY LOSS OF REVENUE OR PROFIT OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES WHATSOEVER, WHETHER IN AN ACTION OF CONTRACT, TORTIOUS ACTION OR ANY OTHER THEORY OF LIABILITY, OR WHETHER THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OCCURRING. THE ABOVE EXCLUSION OF LIABILITY APPLIES ONLY TO THE EXTENT PERMITTED BY LAW.
The customer is responsible for all login information, including user names and passwords. This applies to administrator accounts as well as to the accounts of authorised users. We shall not be liable for any damage, loss or liability to the customer, authorised users or any other person if such information is not kept confidential by the customer or its authorised users or if such information is correctly provided by an unauthorised third party who logs on to and accesses the services.
The limitations in this section “Limitation of Liability” apply to all legal theories, whether contractual, tortious or otherwise, and to the extent permitted by law. The provisions of this section “Limitation of Liability” shall share the risks under this agreement between the parties, and the parties have based their decision whether to enter into the agreement at the given pricing for the services on those limitations.
Liability release of the customer by us
We will defend the customer against all claims, actions, proceedings and demands of third parties based on the allegation that the contractual use of the services infringes or unlawfully uses the intellectual property rights of third parties (a “claim against the customer“). We will indemnify the customer against all reasonable attorneys’ fees and damages and other costs incurred by the customer in connection with or as a result of any claim against the customer and for amounts paid by the customer in connection with any settlement that we endorse in connection with any claim against the customer. This is subject to the limitation that we shall not be liable if any claim against the customer arises out of (a) any customer data and content created or uploaded by the customer or (b) any modification, combination or development of the services, including the use of an application programming interface (API), not made by us. The customer agrees to promptly notify us in writing of any claims against them and to grant us the right to assume exclusive defense and control and to cooperate in any reasonable requests to assist our defense and resolution of such matter. This section sets forth our sole liability in respect of all claims against the customer and the customer’s exclusive remedy against us and the extended T-shaped team in relation thereto.
Our release from liability by the customer
Limitation of liability exemption
Notwithstanding the provisions of the two preceding paragraphs, (a) an indemnified party shall always be free to choose their own lawyer if they are responsible for the costs of that lawyer. Further, (b) a indemnifying party may not enter into a settlement without the express written consent of the indemnified party (which may not be denied without good cause) if: (i) the third party asserting the claim is a governmental authority, (ii) the settlement is alleged to involve the release of concessions by the indemnified parties, (iii) the settlement does not involve full exemption of liability for the indemnified parties, or (iv) the settlement contains terms other than full exemption of liability for the indemnified parties and cash payments.
Either party (“Disclosing Party“) may disclose “Confidential Information” to the other party (“Receiving Party“) in connection with the agreement, which shall be considered confidential in view of the nature of the information and the circumstances of disclosure, including all order forms and non-public business, product, technology and marketing information. The customer’s confidential information includes customer data. When something is referred to as “Confidential”, it is a clear indicator to the receiving party that the material is confidential. Notwithstanding the foregoing, confidential information does not include information that (a) is or becomes generally available to the public without breaching any obligation owed to the disclosing party; (b) was known to the receiving party prior to its disclosure by the disclosing party without breaching any obligation owed to the disclosing party; (c) was obtained by a third party without breaching any obligation owed to the disclosing party; or (d) was independently prepared by the receiving party.
Protection and use of confidential information
The receiving party will (a) take at least reasonable steps to prevent unauthorised disclosure or use of confidential information and restrict access to those employees, affiliates and contractors who need to know such information in connection with the agreement; and (b) not use or disclose confidential information of the disclosing party for purposes outside the scope of this agreement. Nothing above shall prevent the parties from sharing confidential information with financial and legal advisors, provided that the advisors are bound by confidentiality obligations that are at least as restrictive as those of the agreement.
Enforced access or disclosure
The receiving party may access or disclose confidential information of the disclosing party if required to do so by law, provided, however, that the receiving party provides the disclosing party with prior notice of such enforced access or disclosure (to the extent permitted by law) and reasonable assistance at the expense of the disclosing party if the disclosing party wishes to challenge such access or disclosure.
If the receiving party is required by law to access or disclose the disclosing party’s confidential information, the disclosing party shall reimburse the receiving party for reasonable costs of compiling and granting access to such confidential information and reasonable costs of any assistance in connection with a protective order requested by the disclosing party or confidential treatment of the confidential information to be generated.
The sections “Feedback is welcome”, “Our cancellation rights”, “Use of services”, “Terms of payment”, “The extended team”, “What is yours, is yours“, „And what is ours, is ours”, “Consequences of termination”, “Transfer and deletion of data”, “Assurances; Disclaimer of warranty”, “Limitation of Liability”, “Liability release of the customer by us”, “Our release from liability by the customer”, “Limitation of liability exemption”, “Confidentiality” and “Continuity” as well as all provisions of the general section “General provisions” also apply after termination or expiration of the contract.
The customer grants us the right to use the customer’s company name and logo as a reference for marketing and/or promotional purposes on our website and in other public and private communications with our existing or prospective customers, in accordance with standard guidelines for the use of the customer’s trademarks provided to us from time to time. We do not want to list customers who do not want to be listed. Therefore, the customer may notify us by email at [email protected] that he does not wish to be named as a reference.
Neither we nor the customer shall be liable for any failure to perform or delay in performing any of their obligations as a result of events beyond the reasonable control of either party. This may include denial of service attacks, third party hosting or utility failures, strikes, supply shortages, riots, fires, force majeure, war, terrorism and government action.
Relationship between the parties; no third-party beneficiaries
The parties are independent contract partners. The contract does not constitute a partnership, franchise model, assignment, trust or employment relationship between the parties. There are no third party beneficiaries under this agreement.
Unless otherwise stated herein, communications pursuant to this agreement shall be made by email. Notices to Intao should be sent to [email protected]. Notification by email is considered duly delivered the day after the email is sent.
As part of the development of our business, we may amend these customer terms and conditions and the other terms of the contract (other than the order forms). If we make a substantial change to the agreement, we will reasonably notify the customer by email to the email address associated with the customer’s account before the change becomes effective. The customer may view the current version of the customer terms and conditions at any time by visiting this page and the current version of the other pages referred to in the contract. The substantially revised agreement shall enter into force on the date specified in our notice, and all other changes shall take effect upon publication of the change. If the customer (or an authorised user) accesses or uses the services after the effective date, the customer agrees to the revised terms.
Waiver of rights
Failure or delay by either party to exercise any right to which it is entitled under the agreement shall not constitute a waiver of such right. No waiver by either party of any of its rights under the agreement shall be valid unless made in writing and signed by an authorised representative of the party suspected of having waived such right.
The agreement will be enforced to the fullest extent permitted by law. If any provision of this agreement is found by a court of competent jurisdiction to be unlawful, that provision shall be modified by the court and interpreted to achieve the intent of the original provision to the maximum extent permitted by law. This shall not affect the validity of the remaining provisions of the agreement.
Except with respect to the expanded T-shaped team, neither party may assign or transfer its rights or obligations under this agreement, whether by operation of law or otherwise, without the prior written consent of the other party (which may not be denied without good cause). Notwithstanding the foregoing, either party may assign the agreement in its entirety (including all order forms) to an affiliate or in connection with a merger, acquisition, reorganisation or sale of all or substantially all of its assets without the consent of the other party. The customer shall keep its billing and contact information up to date at all times by notifying T-shaped of any changes. Any purported assignment in violation of this section is void. The sole remedy of either party against an alleged assignment by the other party in violation of this section shall be, at the option of the non-assigning party, termination of the agreement by written notice to the assigning party. In the event of such termination by the customer, we will refund to the customer all prepaid fees for the remainder of the term of all subscriptions after the date of termination. Subject to the foregoing, the agreement shall be binding and effective for the benefit of the parties, their successors and assigns.
Applicable law and place of jurisdiction
The law of the Federal Republic of Germany shall apply to the exclusion of the UN Convention on contracts for the international sale of goods.
The place of jurisdiction for all disputes arising from or in connection with this agreement and disputes relevant to data protection is the Berlin Charlottenburg Local Court.
Statutory regulations on exclusive jurisdiction remain unaffected.