General Business Conditions for the Beta Phase of Worklean run by WOBAK 1 GmbH
Status September 2017
§ 1 Applicability
1. WOBAK 1 GmbH (hereafter WOBAK) makes available to their users their virtual platform named Worklean (hereafter Test User) for co-operation in the internet during the so called beta phase (test phase) and may provide further services voluntarily on the basis of this general business conditions (GBCs) and, if applicable, (additional) agreements. WOBAK does not agree to the application of general business conditions of a Test User, which are in contradiction to the GBCs and expressly disagrees to the application of such business conditions.
2. A Test User who wishes to test Worklean shall register at the landing page of Worklean. There is no entitlement to test Worklean, if somebody has registered at the landing page. It is in the free discretion of WOBAK, to admit a registered person as a Test User to test Worklean. If a Test User does not accept the GBCs, he is not entitled to use the services of WOBAK.
3. Worklean is only available to commercial users. Testing by consumers is not allowed.
§ 2 Amendments to the GBCs
WOBAK is entitled to amend their GBCs at any time. The Test User will be informed of amendments by e-mail. Amendments will become effective on the business day following the notification of the amendment.
§ 3 Services of WOBAK
1. WOBAK offers under their label Worklean the use of virtual datarooms, which can be used by on or more Test User for private or business purposes. The data rooms may be used for the electronic storing of documents, correspondences or notes, for the individual or collective edition of documents, the communication on documents, the processing of transactions as well as the conclusion of contracts. Due to its flexibility Worklean is available for bilateral and multilateral negotiations of the Test Users. Test Users may form a team. The single team members may have different rights.
2. Worklean is in the beta phase and is being tested. The Test Users use Worklean at their own risk and WOBAK does not have any obligation vis-à-vis the Test Users to ensure the operability of Worklean. Each Test User is aware that the described functions may not be or, be limited or with defects available. WOBAK will endeavour – without being obliged to do so – to remove misfunctions or to implement suggestions made by the Test Users so that Worklean works free of misfunctions or has an improved functionality or can offer new features.
3. In the data room WOBAK may make available certain templates as a further service, which provide for certain types of business operations suggestions to structure the data room. Any such template does not constitute consulting advice, in particular not legal advice. WOBAK does not assume any responsibility for the content of the structures suggested. The Test User decides in its sole discretion, whether it wants to use the structural and documentary suggestions contained in the templates or whether it wishes to structure the data room without using the templates. If the Test User wishes to use the data room for the conclusion of contracts or other legally or economically relevant events, he is urged to obtain knowledgeable legal advice or knowledgeable advice of any other relevant and competent advisor.
4. WOBAK may adjust its services in line with any technical updates.
5. WOBAK reserves the right to exclude Test User, which have been admitted, from the use of Worklean. WOBAK does not need to provide any justifications for doing so. Generally speaking WOBAK will exercises such right only to defend their legitimate interests, in particular if the Test User burdens the Worklean server with extremely high data traffic or the storing of extremely high data volumes or the use of the data rooms pursues illegal or immoral purposes. The right of the Test User concerned to export its data shall remain unaffected, but may be excluded as well, if WOBAK is required for legal reasons not to allow the export or in pursuit of their legitimate interests.
§ 4 Use of the Services and Support
1. If a person wishes to create a data room or wishes to accede to an existing data room, the Test User must create an account, stating his name, if applicable, the name of the firm and the e-mail address. During the beta phase the using of the data room is free of charge.
2. The Test User may use Worklean in accordance with the GBCs and, if applicable, further agreements. The right to use Worklean is not exclusive, not transferrable and may only be used through the account the Test User has established with Worklean. It is the sole responsibility of the Test Users to ensure that their internet access to Worklean works properly. It is not allowed to copy or to modify the Worklean software.
3. Each Test User must make sure that the use of Worklean occurs in line with the applicable laws. The Test User is responsible that the storing, use or transfer of content does not breach applicable laws or the GBCs. Each Test User undertakes to observe the copyrights and other proprietary rights as well as the trade and business secrets of third parties. WOBAK is under no obligation to observe the maintenance of the laws and does not assume any responsibility for the compliance with the laws. If and to the extent a Test User breaches applicable laws or the GBCs, such Test User will indemnify WOBAK for any expenses triggered as a consequence of the breach of the laws or the GBCs. Further WOBAK must be indemnified for any damage claims or expense claims of third parties, including any legal costs as well as adequate costs for legal advisors triggered as a consequence of the breach.
4. Each Test User agrees that WOBAK may have access to the data rooms and the content of the Test Users, if this is necessary in accordance with the applicable laws or if WOBAK had reason to believe that such access was necessary (i) to comply with legal obligations, (ii) to defend legitimate interests of WOBAK, such as ensuring compliance with the GBCs, the applicable laws, to rectify technical deficiencies or to provide technical support.
5. WOBAK will make reasonable efforts, that Worklean is continuously available during the beta phase. However, the Test Users cannot claim a right that Worklean is available.
Further to technical deficiencies of the server or the software, maintenance works or the suspension or termination of the test phase no availabilities may arise from the following external circumstances, such as:
a) impairment of the connections or networks or the data transfer outside the workean servers,
b) force majeure.
6. WOBAK is depended on the feedback of the Test Users in order to improve the services and the functionality of Worklean. Feedback can be provided through the feedback button on the website of Worklean. WOBAK will make efforts to deal with the feedback received promptly and to implement it, if appropriate.
7. In case of disruptions a Test User may revert to the customer service support or the technical support under firstname.lastname@example.org.
The Test User must formulate in its query the question regarding the use of Worklean or the technical issue, as applicable. Further the Test User shall provide a telephone number if possible. Our support will deal with the query as soon as this is possible in the ordinary course of business. The WOBAK support will revert to the Test User by e-mail and may agree a time for a telephone call. The service is free of cost and is offered on business days at the usual office hours. It is voluntarily and cannot be claimed by the Test Users.
§ 5 Termination and Use of the Data Room by a Test User
1. Each Test User may terminate the use of Worklean at any time with no need to give a reason for that. It is not necessary to give notice of the termination to WOBAK.
2. The Test User may export its data rooms or delete data files. WOBAK reserves the right to delete the date of the Test Users at the end of the beta phase.
§ 6 Warranties and Liabilities
1. During the beta phase WOBAK is not liable for the proper functionality of Worklean. WOBAK will make efforts to eliminate any defects promptly. No Test User is entitled to claim from WOBAK the elimination of defects of the software.
2. WOBAK is not liable for damages arising from force majeure, such as downtime of the internet by third parties, strike without WOBAK´s fault, flooding, fire, earth quakes, epidemics or other natural disasters.
3. In case of injury of life, body or health WOBAK will be liable for any negligence; WOBAK will also be liable for any negligence of its legal representatives or its agents. In addition, WOBAK will be liable under the German Product Liability Law (Produkthaftungsgesetz) or pursuant to mandatory provisions of law.
4. As set out in § 3 above, work loan is being testet and is used by the Test Users at their own risk and WOBAK does not assume any obligations vis-à-vis the Test Users to ensure or restore the operability of Worklean. Consequently, WOBAK is only liable for damages which have arisen due to wilful misconduct or gross negligently acting of WOBAK, unless differently agreed above.
5. Any claim of a Test User against WOBAK arising from the use of Worklean will become time-barred after two years, excluding pursuant to warranties to be made by law, if any, or from tort, or as set out under no. 1 to 4 of this section.
6. In order to determine whether WOBAK has acted gross negligently one needs to take into account that the virtual platform Worklean is a software product which is not yet fully developed and is tested in this beta phase, subject to the GBCs. The Test User has been informed that Worklean is in the beta phase and might not be, or not always be, functioning. Even though WOBAK will endeavour to extinguish any faults promptly, the arising of mistakes can not be excluded. No Test User has a right to require the extinction of faults.
§ 7 Data Protection
1. The Test User is obliged to use Worklean in line with applicable data protection laws. In particular the Test User must obtain the necessary consents from third parties for the inquiry, process and use of the data from third parties.
2. The transfer of data to third parties, which are authorised Test Users, within Worklean is part of the purpose of Worklean. Beyond that personal data may be transferred to third parties only with the consent of the relevant Test User
3. WOBAK may process the personal data observing the relevant data protection laws.
§ 8 Final Provisions
1. The GBCs are governed by German law, excluding UN sales law.
2. Exclusive jurisdiction is with the courts of Frankfurt am Main. This shall apply also if the Test User does not have a place of general jurisdiction in Germany.
3. Place of performance is Frankfurt am Main
4. No Test User may assign any claims or rights under the GBCs to a third party.
5. The Test User may set off its claims against claims of WOBAK only in case these claims are confirmed by a final, unappealable judgement or have been recognised by WOBAK.
6. In case one or more of the provisions in the GBCs are or become invalid, this shall not affect the validity of the other provisions of the GBCs.
Status September 2017