General Terms and Conditions of Business
Date: April 2020
In case of differences between the German and English version or in other cases of doubt, the German version shall be binding.
Section 1 Field of Application These terms and conditions apply to all services provided by pingSalabim via its platform, qTeams.io & qShare.io, independently or with the involvement of third parties.
Section 2 General A "customer" within the meaning of these General Terms and Conditions of Business is any entrepreneur or company or institution making use of the services provided by pingSalabim. Thereby, the service provided by pingSalabim is not yet directed at private consumers.
Section 3 Scope of Service (1) pingSalabim provides a platform via qTeams.io & qShare.io, which can be integrated into existing systems. This platform allows, among other things, for the automated creation or updating of data sets or entries on other platforms the customer operates or exchange informations between them. The connection of a customers' system to the platform is not part of the scope of service. The service of pingSalabim is limited to the unchanged forwarding of the data provided by the customers to their respective platforms and it-systems, as well as the unaltered forwarding of the data received by such it-systems behalf of the customer. pingSalabim is not responsible for the validity and integrity of the data to be transmitted.
(2) pingSalabim also organizes the deployment for customers private Instance of qTeams.io or qShare.io as a PrivateCloud Service. pingSalabim operates its service on own physical hardware, is rented in wisely choosen small datacenters, providing its knowledge and partnerships for well-established and internationally operating carriers for global peerings. There are no subcontractors in the Name of pingSalabim, which may can obtain your data, nor such one who can act in the name of pingSalabim. We operate our colocation space truly by our own. pingSalabim will commission affiliate partners or resellers designated by the customer choice where they like to run their PrivateCloud Instance, since pingSalabim deploys this service as well to managed service providers and thirdparty isp, beside of our own services. The prices published on our website qteams.io or qshare.io are binding offers regardless where the customers buys its qTeams or qShare Service. The MSP or ISP is free to commission subcontractors.
Section 4 Conclusion of Contract (1) The object of the contract is the provision of the platform of pingSalabim for the customer in accordance with this contract and, if applicable, the provision of msp or isp deployment services (msp contract relationship, see para. (4) and (5)). The platform provided by pingSalabim has the functions described in the online documentation. The data transferred to pingSalabim by the customer via the interface function or by use of the provided web form such for order the service or/and additional items such as user licenses, sla or support or special development, remains only in pingSalabim Data Silos. pingSalabim neither sells customer data, nor use it for other purposes than service and billing providing. pingSalabim has no direct access to data, files, database for customers private cloud instance of the services. pingSalabim heads over a ssh-key to the customer. Access can be granted from the customer to pingSalabim for integration, automatisation or support issues.
(2) The use of the platform of pingSalabim requires a registration. Each customer is obligated to communicate the data requested at the time of registration correctly and completely. This also includes the deposit of a payment method together with the payment data required for the settlement via the selected payment method. Also subject to disclosure is any value-added tax (VAT) identification number (or its respective country-specific equivalent), unless the customer is exempted from any VAT obligation. By not providing a VAT identification number (or its respective country-specific counterpart), the customer / user confirms that he / she is exempted from any VAT obligation. The user will receive the access code and password after the registration. Access code and password must be protected against unauthorized access by third parties.
(3) If there is/was already a contractual relationship between pingSalabim and the customer, and the corresponding services have been decommissioned as a result of disregard of this General Terms and Conditions of Business or if the contractual relationship was subsequently terminated, the conclusion of a (further / new) contract with the client or the actual sender / account user (for the purpose of circumventing the decommissioning / termination) is excluded.
(4) A msp contract relationship between pingSalabim and the customer shall be established if the customer makes use of pingSalabim MSP Directory services. It shall be concluded exclusively with the binding acceptance of the offer by the customer for conclusion of contract by written or electronic declaration by the msp. pingSalabim has then no direct involvment nor contract with the customer.
(5) pingSalabim does not, under any circumstances, conclude shipping contracts for goods excluded from shipment (section 11). If pingSalabim is aware of the transportation of goods excluded from shipment, it is entitled to refuse onward shipment and / or to demand an appropriate premium from the customer. pingSalabim rejects the transport of shipments to recipients who are conducted in sanctioning and/or embargo lists or are subject to a non-cooperation clause. pingSalabim is entitled to demand information about the content of the consignment by the customer, even after the consignment has been taken over by a third party commissioned. If the customer refuses to provide the information or if the information cannot be obtained in time, pingSalabim shall be free to examine the content of the consignment with regard to the exclusions of shipment referred to in section 11, or to have it checked by third parties.
Section 5 Contract Duration (1) Unless otherwise explicitly agreed, the contractual period shall be one month and shall be automatically extended by one month, unless the contract is terminated by one of the contracting parties, if the customer signed up for a monthly service period. If the customer choose an annual subscription plan, the contract is automatically set to one year period and extends one year more, unless an electronic written notice of cancellation of the terms 60 days before the renewal will take effect, with the date of arrival no later than the last day of a month by given 60 days remaining contract duration. We kindly notify the customer by an email in advance, that within the next 2 months the annual contract will be renewed.
(2) Unless otherwise explicitly agreed, the contractual relationship may be terminated by both contracting parties on a monthly basis at the end of the contractual period.
(3) This shall not affect the right of termination for important reasons. In particular, pingSalabim shall be entitled for termination for important reasons in the case of unauthorized interference to the platform of pingSalabim, if the customer violates the conditions set out in section 6 or if the provisions of section 10 are affected.
(4) The termination of the debit agreement, the withdrawal of the SEPA direct debit mandate, the loss of validity of the deposited payment method (for example the expiry of the credit card) or the deletion of the deposited payment data does not constitute a termination.
Section 6 Right of Use (1) The customer and the users set up by him shall receive the non-exclusive right to access the software functions via the Internet, limited to the period of use or the duration of the contract. The customer and the users who are set up by him do not receive any additional rights.
(2) The customer is not entitled to use the software beyond the permitted use according to this contract or to make use of it by third parties or make it accessible to third parties. In particular, the client is not permitted to reproduce or sell the software or parts thereof.
(3) The customer shall also pay the prices incurred by the users who have been set up by him and are therefore authorized to act on his behalf. The same applies in the case of unauthorized use by other third parties, if and to the extent that the customer is responsible for such use.
(4) On request, the customer shall provide pingSalabim with all information necessary for the enforcement of claims against third parties, in particular provide pingSalabim with name and address, as well as the nature and extent of its claims against third parties arising from the unauthorized program transfer.
(5) pingSalabim reserves the right to restrict access to the platform in case of excessive use of the platform, for example DDoS attacks and incorrect programming.(6) In order to ensure the best performance of qteams or qShare API and to ensure that all customers have an optimal user experience, all customers/users are obliged to control/optimize their use of qteams or qShare API API and to keep their API-calls on an fair use-level. Fair use is defined as a non-excessive use of the API. If a customer/user overuses the API, pingSalabim may, without warning, limit access to its API. This may affect only to the “Standard” Edition of the Service, since the Business and Enterprise Editions are decentralized deployed.
(6) In order to guarantee the optimal performance of the API of pingSalabim and to ensure that all customers have an optimal user experience, all customers/users are obliged to control/optimize their use of the API of pingSalabim and to limit it to a so-called "fair use" volume. Fair use is defined as non-excessive use of the API. If a customer/user uses the API excessively, pingSalabim may restrict access to its API without warning.
Section 7 Updates The pingSalabim may, at any time, make changes to the platform of pingSalabim (updates and/or new versions), even without the consent of the customer. pingSalabim undertakes to make these changes in such a way that the contractually guaranteed services are not affected to an unreasonable extent. Updates to the PrivateCloud Instance Software Stack are automated and can be triggered manually from the customers Systemconsole also manually. We highly recommend to perform any available Update immediate, since Desktop and Mobile Apps should be able to talk to each other.
Section 8 Prices/Fees (1) The prices and fees (usage fees/charges plus statutory VAT) shown on the platform of pingSalabim apply. In addition, the price lists of the selected msp’s apply. The customer is obliged to pay the contractually agreed fee/price for each service. pingSalabim reserves the right to make changes without prior notice, whereas fees/prices that are already contractually agreed remain unaffected by these changes until the next renewal of the contract period.
(2) If the customer buys additional Plugin or Bots via qTeams WebUI built-in market place, he owes the accounted price/fee (plus VAT) from the moment the plugin or bot has been installed/activated. The customer will not be charged for additional Bot/Users/Plugin canceled in accordance with these rules. When the new purchased User license, Bots or Plugins, will be canceled the same day as it got purchased, pingSalabim offers the option to delete/cancel previously created/purchased to the customer when the cancellation is performed before 24.00 CET on the same calendar day of the creation/purchase of the bought user-license, bot or plugins, using the corresponding delete function of the built-in marketplace. The customer will not be charged for items canceled in accordance with these rules.
(3) pingSalabim shall be entitled for subsequent billing if the information on a given order is incorrect in the case of verification trough a tax office request. In the case of subsequent charges, a service fee/premium shall be charged. For deliberately (intentionally) false information and manipulation an additional EUR 18,- will be charged.
(4) pingSalabim shall also be entitled to invoice an additional charge if the conditions of para. 12 are not met by the customer.
(5) The customer declares his willingness to pay on time. If an payment is delayed, after 30 days some additional expense cost for SEPA Customers may appear as surcharges.
Section 9 Billing / Payment (1) Insofar as no individual payment terms have been agreed, settlement of any monthly or transaction-based fees/charges for the use of the platform shall be made monthly or yearly.
(2) Upgrading to a plan with higher Features Sets fees/charges or upgrading/switching will always immediately trigger (interim) billing of monthly or annual-based usage fees/charges and difference will be charged either to the credit card or by invoice. Downgrading to a plan with lower Features Sets fees/charges or downgrading/switching does not obligate pingSalabim to issue a credit notes for the differences in a monthly nor yearly based subscription plan.
(3) Usually, the customer can make the payment by PayPal, credit card, or electronic direct debit authorization (single payment methods may not be available for some customers/countries (currencies)). A payment on account requires the explicit approval by pingSalabim. The pingSalabim reserves the right to deny/revoke the use of individual payment methods by customers (e.g. due to an increased credit risk of the customer). If a submitted direct debit authorization is returned for reasons for which the customer is responsible, pingSalabim can reclaim the costs resulting from the customer. The same applies to payments by PayPal or by credit card. In the above-mentioned cases, a service fee/premium shall be charged according to the price list on the pingSalabim website.
(4) The customer shall examine each invoice for its correctness and collect any possible objections within 2 weeks of the invoice. After the expiry of the deadline, objections are excluded.
(5) The customer agrees that pingSalabim transmits invoices electronically. The invoices are sent as an attachment to the deposited e-mail address of the customer.
Section 10 Delay in Payment / Missing Payment Data (1) In the event of a delay in payment, pingSalabim shall be entitled to decommission the services at the expense of the customer from the first day of delay in payment. This shall not affect the obligation to pay the usage fees/charges for the platform.
(2) Upon termination of the debit agreement, withdrawal of the SEPA direct debit mandate, loss of validity of the deposited payment method (for example the expiry of the credit card) or the deletion of the deposited payment data during the contractual period, the pingSalabim shall be entitled to decommission the services at the expense of the customer at any time. This shall not affect the obligation to pay the usage fees/charges for the platform.
(3) If the customer is in default with the payment · of the usage fees/charges or a considerable part of the usage fees/charges for two consecutive months; · of the usage fees/charges in the amount of the monthly basic price for two months in a period of more than two months; the pingSalabim may terminate the contractual relationship without observing a deadline.
(4) pingSalabim reserves the right to enforce further claims for payment delays.
Section 11 Cooperation Duties (1) The customer shall select the required product at his own discretion. The customer must provide all information required for the deployment, delivery and billing of the consignment correctly, completely and in a timely manner. Instructions from the customer shall only be binding if they are made in accordance with the respective product. Section 14 Data Protection/Collection pingSalabim respects the applicable data protection laws/provisions as well as its own privacy regulations, accessible via the hyperlink on the websites of pingSalabim
Section 15 Liability (1) pingSalabim shall not be liable for any data loss, service outage of its offered PrivateCloud Deployments to the Customer. In relation to pingSalabim, the customer acknowledges the terms and conditions as legally binding. Should these terms and conditions of liability not apply in individual cases, pingSalabim shall be liable in accordance with ZGB of the Swiss Law; in case of cross-border shipments, pingSalabim shall be liable in accordance with Section 17 et seqq. of the CMR Convention. Liability is generally excluded in any case. Liability of pingSalabim for indirect damages and consequential costs (in particular losses, lost profits and expenses for replacements) is excluded, regardless of whether pingSalabim has been advised of the risk of such damage before or after acceptance of the service delivery.
Section 17 Miscellaneous (1) The customer cannot assign or pledge any claims against pingSalabim; money claims are excluded. Offsetting is permitted only with legally binding or uncontested claims.
(2) pingSalabim shall be entitled to amend the General Terms and Conditions of Business provided that there are good reasons, in particular due to new technical developments and legal changes as well as changes in supreme judicial jurisprudence, economic conditions, market conditions or other equivalent reasons. The amended General Terms and Conditions of Business will be sent to the customer via e-mail no later than one month before they shall become valid. If the customer does not object to their validity within two weeks after receipt of the e-mail, the amended General Terms and Conditions of Business shall be deemed accepted. pingSalabim will advert the customer on the two-week period within the e-mail. The amended General Terms and Conditions of Business are also published on the websites of pingSalabim.
(3) Existing customers with a contract commencement before 20 May 2020 who have not yet signed (electronically or personally) the Data Processing Agreement (DPA/AV) to be concluded with pingSalabim mandatorily in accordance with Art. 28 GDPR since 25 May 2018, hereby conclude the DPA with pingSalabim which can be accessed via the following link.
(4) Jurisdiction is Zug, Switzerland.