General Terms and Conditions for „RapidCompact Cloud“ („General Terms“) – Last updated February 01, 2023
1 Contractual Purpose and Applicability of General Terms
- Darmstadt Graphics Group GmbH, Fraunhoferstr. 5, 64283 Darmstadt („DGG“) offers cloud-based software solutions for 3D-optimisation/publication of user created 3D content over DGG’s web portal „RapidCompact “ including a 3D-viewer („Platform“) thereby granting access to the Platform timely limited and subject to the access period chosen by the user. The web portal and Software are limited to B2B users only, consumers pursuant to sec. 13 (BGB) German Civil Code shall not be users of the Platform („User“).
- Platform runs on DGG servers whereby the results of any 3D-optimisation may not necessarily be published on the Platform itself but may be embedded via iframe or a similar mechanism within a suitable website chosen by the User. Any services related to the embedding of 3D-results are not provided for DGG.
- DGG grants – based on a web-portal/software license agreement which will be agreed upon by choosing the individual terms of usage (i.e pricing, payment schedule, duration of usage) on DGG’s portal under https://app.rapidcompact.com, thereby including these General Terms („Contract“) – for a limited period of time the right to access and to use the Platform pursuant to section 2 herein.
- These General Terms are applicable to any agreements with the User regarding the Platform. General terms and conditions of the User shall not apply even if DGG has not or not explicitly disagreed with such general terms and conditions of User.
- The agreed conditions of the Platform shall exclusively be described in these General Terms. Nothing shall construe that the Platform be fit for a particular purpose of the User.
2 Granting of Rights
- With complete payment of the consideration pursuant to sec. 3 of these General Terms the User shall be granted a non-exclusive, non-transferable, non-sub-licensable, timely-limited to the period granted for the such consideration according to sec. 3 right to use the Platform. For the avoidance of doubt, the right to use the Platform does not transfer any rights with regard to DGG’s software RapidCompact. Further, any rights of the User related to 3D-content provided or utilized by User within the Platform shall remain with the User prior and following any 3D-processing.
- Rightful usage comprises of the right to publish User’s optimised 3D-content on its own websites and/or using DGG’s and Platform integrated and whitelabeled 3D-viewer which may be downloaded and labelled with Users logo/branding.
- The User is not entitled to grant access to the Platform to third parties, e.g. by forwarding or not adequately protecting access codes to the Platform etc. Third parties pursuant to this (3) shall also comprise of subsidiaries and group companies pursuant to secs. 15 (AktG) German Stock Corporation Act.
- In case the User does not comply with the aforementioned, any rights granted hereunder shall automatically and instantly become invalid and shall be reassigned to DGG. The User shall in such case instantly and completely stop the Usage of the Platform including usage of the 3D-viewer and delete any Platform related files, in particular related to the 3D-viewer, from its systems.
- The consideration for the use of the Platform shall result from the choice of the contractual model (Free/Basic/Pro/Enterprise) made by the User during the registration phase for the Platform. The prices for such contractual models are generally and in particular depending on the volume of Platform related data used by the User. However, DGG may consider also other aspects for price differentiations for different contractual models.
- Unless otherwise agreed upon between DGG and the User at least in textual form the fees for the usage of the Platform shall be paid by the User in advance the latest on the third business day of each (i) month for the coming month if the initial contractual period is one or several months or (ii) year for the coming year if the initial contractual period is one or several years via a payment provider to be chosen solely at DGG’s discretion.
- Should User be in default with payment the outstanding amount shall be interest-bearing at 9 percent over the applicable base interest rate at the time. The execution of any further rights related to User’s default shall remain unaffected.
- Unless otherwise explicitly stated any prices shall be net excluding applicable VAT.
4 Protection of Platform
The user shall be obliged to ensure with appropriate measures that access to and use of the Platform shall be protected from unauthorised access and use at all times.
- DGG is obliged to uphold the contractually agreed conditions of the Platform throughout the contractual period. DGG shall cure any defects to the Platform occurring during the contractual period in due time.
- User shall be obliged to report any defects (including a description of time and material circumstances of its occurrence) electronically to DGG without undue delay (exclusively to email@example.com).
- DGG shall be liable
- in case of gross negligence and willful misconduct;
- for injuries regarding to body, life and health;
- if agreed to the extent of a given guarantee.
- For slight negligence liability shall be capped at damages which are typical and predictable for the purpose of the business, if, however, such negligence is based on a breach of material obligations of DGG (Kardinalpflichten).
- Any further liability of DGG is excluded. In particular there shall not be a liability for initial defects unless the prerequisites of (1) and (2) are met.
- The aforementioned limitation of liability shall also apply to personal liability of staff and representatives of DGG.
7 Compliance, Data Protection, Exemption
- The User is aware the use of the Platform may be connected with the use of sensitive personal data according the GDPR and the BDSG (Federal Act on Data Protection) which may require the consent of customers, staff etc. Further, usage of the Platform requires that User is owner or lawful licensee of any IP used/processed with regard to the Platform. Further, the fulfilment of the contract is subject to the condition that the fulfilment does not violate national or international provisions on the import or export of goods or services.
- DGG and the User agree that compliance with laws directly or indirectly in connection with the use of the Platform shall be User’s sole responsibility.
- The User shall hold harmless DGG for any claims that might arise out of or in connection with User breaching the above obligations under (1) and (2).
- The User acknowledges that DGG may periodically collect and use technical data and related information about the User’s device, system, and application software, and peripherals, offer product support, facilitate the software updates, and for purposes of providing other services to you (if any) related to the Platform. DGG may also use this information to improve its products or to provide services or technologies to you, as long as it is in a form that does not personally identify the User.
8 Contractual Period, Termination
- Contracts shall have an indefinite period and may be ordinarily terminated by either DGG or the User (i) if the User chose a monthly payment model with two weeks prior notice to the end each contractual month or (ii) if the User chose a yearly payment model with one month prior notice to the end each contractual year.
- Contracts may further be terminated for cause in writing without notice.
- The User may not assign any rights arising from the Agreements with DGG regarding the Platform unless DGG consented to such transfer at least in textual form. A setting-off against claims of the User shall only be permissible if claims are undisputed or finally and bindingly decided upon by court decision.
- Any changes or amendments to contracts including these General Terms shall require at least textual form unless expressly authorised herein. This shall also apply to this provision related to formal requirements regarding changes of contracts.
- The General Terms may be revised and apply in its respective most recent version. Users shall be informed of any changes made prior their application. More recent versions of the General Terms shall be deemed valid vis-à-vis the User unless the User fails to terminate the agreement without undue delay directly following to submission of such changed General Terms.
- The General Terms and the contracts with the User shall be governed by the laws of the Federal Republic of Germany to the exclusion of its conflict of laws, provisions and in particular the UN Convention on the International Sale of Goods.
- Exclusive Venue for all disputes arising between DGG and User related to the Platform shall be Darmstadt, Germany.
- Should any or all provisions of these General Terms be or become in whole or in part invalid or unenforceable such provision shall be replaced with a provision which comes closest to the economic intent of the parties. This shall also apply mutatis mutandis in case of potential gaps in these General Terms.