The parties to the ginlo Business contract are
ginlo.net Gesellschaft für Datenkommunikationsdienste mbH (hereinafter „ginlo.net GmbH“)
Rupert-Mayer-Str. 44
DE-81379 Munich
Telephon: +49 89 215305770 • e-mail: contact@ginlo.net
Registration Court Munich HRB 254209
(Names of currently authorized representatives of ginlo.net GmbH can be found in Legal notice.)
and
ginlo Business user who/that has the legal capacity of a businessperson/legal entity within the meaning of Section 14(1) of [German] Civil Code (BGB) (hereinafter referred to as the “user” or “users”).
The following definitions apply to this contract:
Administrator
Administrator of the business licenses in the Management Cockpit
App-messenger
Messenger based on mobile apps for using ginlo Business on smartphones
Single chat
Transmission of messages with ginlo Business to a recipient
Recipient
User to whom messages are transmitted with ginlo Business
ginlo Business user account
Account in ginlo Business for using the Messenger on multiple end devices
Group chat
Transmission of messages with ginlo Business to several recipients
Management cockpit
Software for central user administration
Messenger
pplication for communication via ginlo Business as an app messenger or web messenger
Mobile devices
Smartphones that are operated with an operating system approved for ginlo Business
Message
Texts, files, calls, locations or contacts that can be exchanged between users via ginlo Business
Server
A ginlo server of ginlo.net GmbH, as defined in Section 3. paragraph (11)
Web messenger
Messenger based on web browsers for using ginlo Business on desktop and tablet
(1) ginlo Business is a web-based, multi-platform service for the secure exchange of messages between users of mobile user devices and desktop computers.
(2) The exchange can take place in a single chat or a group chat. ginlo Business users generate messages on their authorized mobile devices or desktop computers using ginlo Business Messengers and in the settings determine which recipients the messages are to be sent to. The messages are copied into the mailboxes of the recipients and the recipients receive a push notification (e.g. an Apple Push Notification, a Google Cloud Message, etc. depending on the platform) informing them that new messages are available and can be rThe exchange can take place in a single chat or a group chat. ginlo Business users generate messages on their authorized mobile devices or desktop computers using ginlo Business Messengers and in the settings determine which recipients the messages are to be sent to. The messages are copied into the mailboxes of the recipients and the recipients receive a push notification (e.g. an Apple Push Notification, a Google Cloud Message, etc. depending on the platform) informing them that new messages are available and can be retrieved.
(3) The messages may then be downloaded by the recipients. On the server, each message is deleted 90 days after it is sent. Messages that are available on the server during this time are synchronized between all end devices of the same ginlo Business user account, so that these messages are available on all connected end devices.
(4) Users can determine that messages self-destruct.
(5) The subject matter of the contract is the provision of the ginlo Business services on a server of ginlo.net GmbH and the provision of the associated apps on the download portals of the various system platforms. The application settings can also be made via the Management Cockpit, a separate web application through which the administrator can manage the purchased licenses. More detailed information about the services is found in the performance specifications at ginlo.net/ginlo-business. All of the aforementioned services are hereinafter referred to as “services”.
(6) ginlo Business is designed as an full encryption system such that
i. no unencrypted messages can be transferred or stored on the ginlo server, ii. the keys required to decrypt the messages are saved exclusively in the messenger and iii.messages can only be read on the messenger apps of the users or the recipients.(7) The algorithms and processes used for the encryption are regarded as secure pursuant to the latest technical standards (recommendations of the [German] Federal Office for Information Security).
(8) Further developments are continually being made on the supported encryption algorithms, system platforms, and functionalities of ginlo Business. Information on the current state of developments is found in the latest performance specifications at ginlo.net/ginlo-business. ginlo.net GmbH must always provide the users with up-to-date apps with which the operability of the system is being ensured.
(9) Under the conditions set out in Section 4, users may download, install or call up via browser, and use an app in a contractually conform manner on each of their user devices with their own ginlo Business user account. The use of the ginlo Business service is only possible with these programs (apps).
(10) To use the programs, a user account must be created on the server. For creating a user account, a user device with an up-to-date app and a valid mobile telephone number or e-mail address is needed.
(11) The server and its associated storage system must be operated in a computer center in Germany that is certified pursuant to ISO 27001 basic IT protection. No transferring of data to a foreign country is made by ginlo.net GmbH. Transfers initiated by users to user devices used by the users in a foreign country are not affected by this.
(12) The server does not store passwords. Authentications take place exclusively on the authorized user devices of the users.
(13) The use of the service for commercial and business purposes is allowed under the conditions set out in Section 4.
(1) The purchase of at least one ginlo Business license, the proper registration of the user with ginlo Business, and the maintaining of a ginlo Business user account are mandatory prerequisites and conditions for using the ginlo Business services.
(2) With the registration, a ginlo Business user account is created for the user.
(1) Users must first download and install the apps on their user devices. The registration process begins with the first opening of the app. In this process, the user makes the offer to conclude a contract. The offer is accepted by ginlo.net GmbH through its registration and activation of the ginlo Business user account.
(2) During the free trial period, the user can purchase a single license in the app as part of the in-app purchases offered by Apple and Google. The user can manage his single account in a ginlo business cockpit at any time, becomes an administrator and can create additional accounts and purchase licenses for them. To do so, user proceeds as described in Section 5.2.
(1) By submitting the online order form on the website ginlo.net/ginlo-business, the administrator submits an offer to purchase ginlo Business Test licenses. ginlo.net GmbH confirms receipt of the administrator's offer by sending an order confirmation in text form. The order confirmation is merely an information to the administrator about the receipt of the order and does not constitute an acceptance of the offer. If ginlo.net GmbH accepts the administrator's offer, the number of desired test licenses will be made available to him directly on the administrator account in the cockpit. The free trial period is 30 days.
(2) During the trial period, the administrator can extend trial licenses for one year at a charge and also order additional chargeable licenses. The contract is then concluded and ginlo Business can be used under the conditions set out in Section 4.
(3) Optionally, a separate contract (framework contract) can be concluded in advance or during the test period, in which agreements deviating from these contract or additional agreements can be made.
(1) The fees to be paid are shown in the current price overviews.
(2) The user’s obligation to pay remains in effect even in cases of authorized or unauthorized use of the login code by third parties. However, as soon as the user has informed ginlo.net GmbH of such unauthorized use, ginlo.net GmbH must promptly take appropriate countermeasures (e.g. blocking the login code).
(3) Any remuneration owed by the user is due for payment in euros plus the statutory German VAT in effect at any given time.
(4) The fees are due upon receipt of the invoice by letter or electronically. The invoice is issued in advance for the respective term of the contract.
(5) The invoice amount is to be paid within 14 days to the account specified in the invoice.
(6) If the in-app purchase function of Apple and Google is used, the remuneration and the invoicing are governed by the conditions prescribed by them.
(1) The ginlo Business user will use the ginlo Business system only for the purpose of exchanging messages.
(2) It is the responsibility of the ginlo Business user to check to what extent the services offered are suitable to meet the specific legal, statutory or other requirements for data protection and data security, and to independently ensure to what extent it is permissible to use the services offered within the framework of ginlo Business for the purpose intended by the user. ginlo.net GmbH does not provide legal advice in this regard. It should be noted that absolute security cannot be guaranteed by technical procedures and that the security of encryption procedures in particular is subject to continuous change.
(3) The ginlo Business user is responsible for his activities, especially for the messages uploaded, stored in the system, kept ready for retrieval and/or transmitted or distributed by him or by third parties attributable to him. The administrator is obligated to take appropriate measures to protect the hardware and software used by him to use the services (customer system) in order to ensure security and integrity on the part of his customer system. This includes, in particular, the use of the latest version of the ginlo Business App, the operating system or browser software as well as current precautions for the protection of IT security (virus protection scanner, firewall, IT security software, etc.).
(4) The ginlo Business user must ensure that his password is protected against unauthorized use by third parties. In particular, he has to keep his password safe, as he cannot access the contents of his user account without it. The password cannot be reconstructed by ginlo.net GmbH.
(5) Users must ensure that the use of the services in no way whatsoever prejudices ginlo.net GmbH or any other third parties. The services offered by ginlo.net GmbH may therefore not be used by users for unlawful purposes and/or for abusive purposes, and especially:
i. no legally prohibited content may be stored and transmitted or made available to third parties; ii.no unlawful or unethical content may be put into the system and transmitted or made available to third parties, not even through a reference to such content. This especially includes content that within the meaning of Sections 130, 130a, and 131 of the [German] Criminal Code (StGB) is meant to incite hatred [of national, racial, religious, etc. groups], to provide instructions on how to commit a crime, to glorify or trivialize violence, that is sexually offensive, that is pornographic within the meaning of Section 184 ff. StGB, that is capable of endangering children or adolescents in a serious moral manner or that is detrimental to their well-being, that infringes the copyrights or the industrial property rights of third parties, or that could harm ginlo.net GmbH’s reputation.(1) For each license purchased, the ginlo Business User shall receive the non-exclusive, non-transferable and non-sublicensable right for the duration of this Agreement to install the Software on up to 10 end devices and to use it within the scope of the contractual purpose stated in Section 3.
(2) ginlo Business users may only use the messenger app for operation on the ginlo server in conjunction with ginlo Business.
(3) ginlo Business users may neither alter the messenger app nor adapt it, translate it, or rework it in any other way nor combine it with any other software.
(1) ginlo.net GmbH must provide the ginlo Business services in accordance with the provisions of this contract.
(2) ginlo.net GmbH will refrain from doing anything that is or could be suitable to jeopardise the security and integrity of the stored data and information. Therefore, ginlo.net GmbH and its employees will never ask for or store the private key or access identifiers of the end devices.
(3) ginlo.net GmbH collects, in accordance with the privacy policy, anonymized crash logs for quality control purposes and to develop ginlo Business further. Users can opt out by disabling the “Send Crash Log” option in the app.
(4) ginlo.net GmbH will continuously develop the system, especially with regard to the findings of IT security technology. In the process, new functions may also be developed and existing functions may be replaced by new ones or removed from the system.
(5) ginlo.net GmbH is entitled to change the security system, in particular the encryption system, at any time and to switch to a new state-of-the-art system.
(6) In the event of a culpable violation of legal regulations or these contract by a user or a third party attributable to him, ginlo.net GmbH is entitled to temporarily block the services in whole or in part. The right of termination without notice according to Section 12 paragraph (2) remains unaffected.
(7) ginlo.net GmbH reserves the right to have all services to be provided under this contract performed in whole or in part by third parties.
(8) The availability of ginlo Business and the associated systems at the point where the servers are connected to the Internet (router output of the data center) is 99.5% on average in one month. This does not include interruptions due to maintenance, updates and repairs.
The user indemnifies ginlo.net GmbH and its vicarious agents from all claims of third parties that are asserted against ginlo.net GmbH as a result of a culpable violation of the obligations listed in these contract and/or as a result of other culpable damaging actions of the user or a third party attributable to the user. Furthermore, the user shall compensate ginlo.net GmbH for any damages beyond this, including the costs of any necessary legal prosecution and defense. This obligation also exists in the event of misuse of the user account by third parties, insofar as the user is at fault.
(1) In the event of a defect, ginlo.net GmbH shall, at its discretion, remedy the defect by means of patches or releases. In the event of failure to remedy the defect within a reasonable period of time, the ginlo Business User shall be entitled to the statutory rights of termination in the event of a material defect as well as the right to claim damages to the extent set forth in Section 12. The right to reduce the remuneration is excluded.
(2) Excluded from the claims for defects are, in principle, such errors that are caused by external influences, operating errors, changes made by the ginlo Business user to the software or other malfunctions that are not the responsibility of ginlo.net GmbH.
(3) The administrator is obligated to inspect the software immediately after receipt for any defects/operational faults and to report any detected defects immediately, at the latest within two weeks. Occurring defects and malfunctions are to be reported to ginlo.net GmbH even later immediately after discovery. If obvious defects, which were also noticeable without special attention, are not reported immediately, at the latest within 14 days after their occurrence, the warranty shall lapse in this respect.
(4) The warranty rights become time-barred within one year.
(5) ginlo Business is self-explanatory and easy to use. For any questions, all users can contact customer service at b2b-support@ginlo.net.
(1) Claims for damages by the ginlo Business user, regardless of the legal basis, as well as his claims for reimbursement of futile expenses are excluded, unless the cause of damage is based on a grossly negligent or intentional breach of duty or on an at least negligent breach of essential contractual obligations, i.e. such contractual obligations whose fulfillment makes the proper execution of the contract possible in the first place, whose breach endangers the achievement of the purpose of the contract and on whose compliance the other party may regularly rely (cardinal obligation); in the latter case, liability is limited only to the typically foreseeable damage.
(2) The above limitation of liability does not apply to damages resulting from injury to life, body or health, in the case of liability under the Product Liability Act or insofar as ginlo.net GmbH has exceptionally assumed a guarantee.
(3) Under no circumstances shall ginlo.net GmbH be liable for damages resulting from service failures and service delays due to unforeseeable events beyond the control of ginlo.net GmbH, its legal representatives or its vicarious agents (force majeure). Events of force majeure are in particular war, riots, forces of nature, fire, sabotage attacks by third parties (such as by computer viruses), power failures, official orders, lawful internal company labor disputes and the failure or a limitation of performance of communication networks.
(4) The ginlo.net GmbH is also not liable for damages due to data loss, insofar as these could have been avoided if the ginlo Business User had carried out a proper and regular data backup.
(1) The term of the contract according to clause 5.1 is based on the period selected in the context of the in-app purchase. In the event of a defect, ginlo.net GmbH shall, at its discretion, remedy the defect by means of patches or releases. In the event of failure to remedy the defect within a reasonable period of time, the ginlo Business User shall be entitled to the statutory rights of termination in the event of a material defect as well as the right to claim damages to the extent set forth in Section 12. The right to reduce the remuneration is excluded.
The contract for the use of ginlo Business according to clause 5.2 begins with the provision of an administrator access with deposited paid licenses by ginlo.net GmbH and has a term of 12 months.
(2) The contract term of the contract concluded according to clause 5.1 ends automatically with the expiration of the selected contract term, does not require termination, but can be extended at any time by a period selected in the context of in-app purchases.
The contract term of the contract concluded according to clause 5.2 shall be extended in each case by the contractually agreed term if the contract has not been terminated in whole or in part (e.g. reduction of licenses) by one party with a notice period of 30 days to the end of the contract term.
(3) The right of both parties to terminate the contract without notice for good cause remains unaffected. An important reason for ginlo.net GmbH to terminate the contract without notice is especially given if
i. the administrator or an end user behaves in a way that is likely to endanger the availability and integrity of the ginlo business service, or ii. the administrator violates his obligations under section 7, paragraph (5) despite a warning and the setting of a deadline, or iii.ginlo.net GmbH discontinues the ginlo Business service.(4) Any termination must be made in writing.
(5) At the end of the contract the deletion of the contents of all used apps and the ginlo Business Cockpit as well as the removal of the ginlo Apps and the ginlo Business Cockpit from all devices should be ensured by the administrator.
(6) At the end of the contract, the administrator account on the ginlo server will be closed. From the moment of the contract termination, with a grace period of 365 days, it is possible to extend the contract to grant access to the account. After that the account will be deleted.
(1) Changes to these contract or the fees will be communicated to the Administrator by ginlo.net GmbH in a suitable manner, in particular by a reference to the ginlo website. Unless a written objection of the Administrator is received by ginlo.net GmbH within six weeks after receipt, these changes are considered accepted. ginlo.net GmbH will specifically point out this consequence to the administrator when notifying him of the changes.
(2) Any invalidity of a provision of these contract shall not affect the validity of the remaining provisions of these contract. Invalid provisions shall be replaced by such provisions that come closest to the intended economic meaning of the invalid provision. The same shall apply in the event of any gaps requiring filling.
(3) For legal disputes arising from or in connection with the use of the services or from these contract, the courts in Munich shall have exclusive jurisdiction.
(4) The law of the Federal Republic of Germany shall apply. However, the United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply. The contract language is German.
(5) These General Terms and Conditions can be accessed at any time in the ginlo Business Apps.
Version: April 2020 (20200420)