Legal

General Terms and Conditions

Last updated: June 2013

Translation notice: This English translation is provided for convenience only. If there is any discrepancy or conflict, the German original prevails.

1. General

The following general terms and conditions apply to the legal relationship between CSN GmbH and the customer within the framework of the contract for the provision of access to the products provided by CSN and related services. Any customer conditions that conflict with or deviate from these General Terms and Conditions do not apply, even if CSN does not expressly object to them.

2. Scope of services

Subject to these General Terms and Conditions and the pricing model selected by the customer, CSN grants the customer a non-exclusive right to use the CSN software products in the agreed configuration. This gives the customer a time-limited right to use the end-customer component of the product on a web server assigned by CSN. ‘Use’ within the meaning of the contract means accessing the services provided by the software products. The software itself is not transferred to the customer.

2.1 Conference calls

CSN offers the customer the opportunity to establish a simultaneous connection between several participants via national and international telephone networks (teleconference). The telephone conference service is initiated and controlled by the customer via the Internet. The customer needs a username and password to initiate telephone conferences and to control the service. After conclusion of the contract, CSN sends the customer the password necessary to access the customer account. Both CSN and the customer may feel compelled to change these access details for security reasons.

2.2 Data conferences

CSN provides the customer with software for download that allows the moderator to control image presentations and allow several participants to view the moderator screen simultaneously on the web after a secure login.

2.3 Audio playback

CSN offers customers the opportunity to position C2C buttons on their website and in emails. The customer can therefore fully automatically implement callback requests from visitors to their website or recipients of their emails. The callback functionality is handled via internationally operated public telephone networks. The customer receives access data from CSN to install C2C buttons.

2.4 Click2Call

2.5 Availability of web-based products

The products are generally available 24 hours a day; the average annual availability is 97.5%. Access to the products may be temporarily interrupted for reasons of maintenance, servicing and maintenance of the system and files. CSN will, to the extent possible, carry out measures that may result in such disruptions outside of main business hours. CSN will, to the extent foreseeable, inform the customer of these restrictions in a timely manner. Furthermore, temporary restrictions or interruptions in telecommunications and internet services may occur in cases of force majeure, industrial action and official orders. CSN also uses the help of other companies to fulfill its services. The CSN services are therefore subject to correct and timely self-delivery as well as the availability and quality of the transmission channels.

2.6 Exclusion of claims for damages

A claim for damages by the customer due to prevented access to the server during maintenance is excluded.

3. Contract term and termination

3.1 Commencement and duration

The contract duration depends on the payment method chosen by the customer. The term begins when CSN provides the contractual partner with the necessary access data for the customer account.

3.2 Minimum term and termination for direct debit

The minimum term of a contract for which the resulting fees are to be paid by direct debit based on the customer's choice is three months. It is automatically extended for an indefinite period and can be terminated in writing with three months' notice to the end of the month. Termination must be in writing. To meet the deadline, it is sufficient to send it on time.

3.3 Right of withdrawal for consumers

If the customer is a consumer within the meaning of section 13 of the German Civil Code (BGB), the customer may withdraw their contractual declaration within two weeks by notifying CSN GmbH, Kasernenstr. 23, D-40213 Düsseldorf. The withdrawal period begins on the date the contract is concluded. Dispatching the withdrawal notice in good time is sufficient to meet the deadline. The withdrawal need not state reasons and must be made in text form, for example by letter, fax or email. For services, the right of withdrawal expires if CSN begins performing the service before the end of the withdrawal period with the consumer’s express consent, or if the consumer initiates performance themselves.

3.4 Prepaid option

CSN can also offer a “prepaid” contract variant or other services to be paid in advance. The customer has no right to use this contract/payment option. If the customer has topped up existing credit in advance or has purchased a quota of minutes, he is entitled to use the facilities until the credit is used up, without having to commit to a specific term. The repayment of any remaining credit or the equivalent value of any remaining minute quotas is excluded.

3.5 Termination for cause

The right to extraordinary termination of the contract remains unaffected for both contracting parties. Important reasons include:

Illegal actions by the contractual partner in connection with use
Improper use aimed at overloading the technical equipment

4. Restrictions and exclusions

4.1 Prohibited content

When using the CSN communication and information facilities, the customer may not make or use any illegal content and/or illegal statements or refer to third-party sites with illegal content. A link also counts as a reference in this sense. Illegal content includes, in particular, information that meets the requirements of the Criminal Code, such as:

Instructions or public encouragement to commit crimes
Using symbols of unconstitutional organisations
Descriptions of cruel or otherwise inhumane acts of violence against people in a way that glorifies or trivializes such acts of violence or that depicts the cruel or inhumane nature of the process in a way that violates human dignity
Pornographic writings that deal with violence, the sexual abuse of children or sexual acts between people and animals

The customer undertakes to seek legal advice in cases of doubt. The customer may not misuse the system. Such misuse would occur, for example, if it was aimed at overloading the technical equipment.

4.2 CSN’s right to suspend access

CSN may suspend, amend or delete customer accounts, websites, individual content, revenue, advertising or similar material for good cause. Good cause includes, for example, offerings that are incompatible with the free democratic basic order of the Federal Republic of Germany, or that promote sects, commercial ‘religions’, religious, political, erotic, sexist, left-wing, right-wing or other extremist associations, or other positions, objectives or interests that conflict with CSN and its objectives, or that contain or directly or indirectly support such content.

4.3 Removal of links

If illegal content appears on third-party sites only after the customer has placed a link to these sites on his network sites, the customer is obliged to remove the link or have it removed as soon as he becomes aware of the illegal content.

4.4 Third-party intellectual property rights

Copyrights, trademark rights and other intellectual property rights of third parties must be observed.

4.5 Protection of minors

The distribution of content that is likely to endanger children or young people morally is not permitted.

4.6 Prohibited software

No software may be used in the customer's accounts that is likely to impair the intended operating behavior of the infrastructure provided by CSN. Software in this sense is a sequence of instructions that, when incorporated into a machine-readable medium, are capable of causing a machine with information processing capabilities to display, execute or achieve a specific function or task or a specific result without the need for any prior programming activity.

5. Charges

5.1 Fee structure

For customers who pay by direct debit, a minimum monthly turnover and/or flat rate(s) will be charged for the duration of the contract in accordance with the selected tariff. The minimum sales/flat rate(s) do not apply when billing via a credit account.

5.2 Usage fees

A usage fee applies for the use of the services, the amount of which is calculated according to the duration of use and the number of call participants, taking into account the location of the participants and the telecommunications network used. CSN charges the customer the costs in accordance with the applicable tariff list. Usage times are billed by the minute.

5.3 Special services

Fees are charged for special services provided by CSN (e.g. call recording) in accordance with the tariff list attached to the respective contract.

5.4 Invoicing

Invoices are regularly due upon delivery to the customer. The invoice can be sent by email. A record of the individual conversation is available in the customer account.

5.5 Failed payments

If the bank named by the customer does not honor the direct debit submitted by CSN when due, CSN can immediately deny the customer access to the portal. The customer must reimburse CSN for the costs that CSN incurs due to bank charges, blocking and activating the accounts.

6. Amendments and agreements

6.1 Updates to these Terms and Conditions

These Terms and Conditions will be updated from time to time as required or required by CSN and/or by law. The updates to the General Terms and Conditions become part of the respective contract between CSN and the customer and amend it accordingly if the customer does not object to the contract adjustment within 30 days of notification of changes made by CSN. In the event of a timely objection, the contract, which will not be changed, expires at the end of the respective period in accordance with Section 3. The updated Terms and Conditions will be published on the CSN websites. CSN will inform the customer of this by taking appropriate measures.

6.2 Changes to charges

The usage fees may be changed by CSN by giving at least one month's notice to the customer. If prices increase, customers have an immediate right of termination effective at the time the increased prices are introduced.

7. Changes and updates to the website

CSN has the right to change and update the websites on which the products are made available, including any partner sites, without prior notice to customers.

8. Commercial communication

8.1 Advertising methods

The customer may not illegally use so-called spam methods to promote his products, services or business ideas and/or use advertising methods that violate applicable law. This means that neither unsolicited faxes, mass emails nor unsolicited emails or unauthorized calls may be used for advertising purposes.

8.2 Use of the infrastructure

The customer undertakes not to use the infrastructure provided by CSN for commercial communications unless the recipient has requested or consented to the communication in advance, or there is an existing business relationship between the customer and the recipient. The customer shall indemnify CSN against third-party claims arising from the sending of communications, their content, the selection of recipients or any other misuse.

8.3 Data responsibility

The customer provides addresses, text content or other information on his own responsibility and free of charge. The transmission from the customer to CSN is at the customer’s risk. CSN is under no obligation to verify. The customer is obliged to exercise the greatest possible care when entering address data and to continually check the accuracy of the data. CSN has the right to suspend or block inaccurate address records without notice.

8.4 Breach of contract

If the customer violates the provisions of this contract, CSN can terminate the contractual relationship with the customer without notice.

8.5 Reimbursement of costs

The customer is obliged to reimburse CSN for all costs resulting from a violation of the preceding paragraphs.

8.6 Cancellation fees

Cancellation fees depend on the time:

up to 15 days before the appointment: 20%
up to 10 days before the appointment: 35%
up to 5 days before the appointment: 50%
up to 3 days before the appointment: 75%
the day before the appointment: 80%
on the settlement day and during order processing: 100% (e.g. if the order is cancelled)

The client accepts the cancellation fees, which are due immediately in these cases. Any amounts paid in excess will be refunded to the client within 5 working days. The client was aware of all contractual effects before the contract was concluded.

9. Terms governing the customer account

9.1 Quality assurance

For the purpose of quality assurance of products and services, CSN is permitted to view the customer's user account including all areas.

9.2 Copyrights and intellectual property rights

The content (information, software, flash, photos, video, text, graphics, music, sound or other material, or similar) of CSN's websites is protected by copyright and, if necessary, additionally by patents, trademarks or other intellectual property rights. The customer will not violate these rights either during the duration of the contract or after its termination.

9.3 Subletting and multiple use

Subletting the system by the customer is expressly excluded. The same applies to the multiple use of an account by several people or several companies.

10. Liability

10.1 Liability of CSN

In accordance with legal provisions, CSN is only liable for intent or gross negligence.

10.2 Customer liability for unauthorized use

The customer undertakes to keep all access data transmitted by CSN confidential from unauthorized third parties. He ensures that the responsible employees, vicarious agents and external service providers named and informed by him also keep this data secret from unauthorized third parties. CSN is not liable for damages resulting from the use of the access data by unauthorized third parties. The customer is liable for the resulting fees. CSN is not liable for content shown and explained by the customer as part of business presentations; This applies in particular to image and trademark infringements.

10.3 Customer liability for misuse

According to the judgment of the Frankfurt am Main Higher Regional Court (Az. 6 U 36/03) of July 24, 2003, dial-out playbacks and telephone advertising are only permitted if the person being called has expressly or implicitly declared their consent to such calls or if, based on concrete factual circumstances, it can be assumed that the caller has an objective interest. The customer must ensure that the product is only used within the legally permitted scope and is fully liable for any violations.

11. Confidentiality

CSN undertakes not to disclose any data about the telephone conferences (date, participants, duration, etc.) or about the transmitted or saved files beyond the legal obligation.

12. Assignment to third parties

The customer cannot assign its rights and obligations under the contract to third parties without the prior written consent of CSN. CSN’s fee claims are assignable. CSN is entitled to assign its rights and obligations to an appropriate third party.

13. Client reference

Unless the customer expressly instructs CSN otherwise, the customer agrees to act as a client reference. CSN may state the customer’s name and address and the nature and scope of the customer relationship.

14. Amendments to the contract

This agreement conclusively reflects the content of the contractual agreements between the parties and replaces any previous agreements between the parties regarding the subject matter of the contract. No additional agreements, including verbal ones, have been made. Changes or additions to this agreement must be made in writing. The same applies to a waiver of the written form requirement.

15. Jurisdiction

The place of jurisdiction is Düsseldorf where the contracting party is a merchant, a legal entity under public law or a special fund under public law. CSN may, however, also bring proceedings against the contracting party in the courts having statutory jurisdiction over that party.

16. Governing law and severability

16.1 German law

German law applies to the contract. The provisions of the United Nations Convention regarding contracts for the international sale of goods are only applicable to the extent that they contain mandatory regulations.

16.2 Severability clause

If any provision of the customer contract and/or these General Terms and Conditions is or becomes wholly or partly invalid, incomplete or contains a gap, the remaining provisions remain unaffected. The invalid provision is to be replaced by a valid provision that most closely reflects the parties’ intended commercial purpose.