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Terms and Conditions
of beecc gmbh, Fischhof 3/6, 1010 Vienna, Commercial Register No 224079d, Austria (“7SHEEP”), email@example.com, tel. +43 1 865 11 64 -0, VAT: ATU54869003, being a member of the Chamber of Commerce (see this link). 7SHEEP is subject to the rules of the industrial code (accessible at www.ris.bka.gv.at/bundesrecht) and supervision of the trading authority for the first district of Vienna, Austria. BEECC is owner and publisher of www.7sheep.net. On the subject of BEECC’s activity see 2.
1. Applicability of the 7SHEEPS Terms and Conditions (7SHEEP-T&C)
1.1. These 7SHEEP Terms and Conditions (“7SHEEP-T&C”) are available in English only and shall apply as of 1 January 2013 and shall from that day on substitute all existing conditions of 7SHEEP regarding the services under an in connection with www.7sheep.net. The 7SHEEP-T&C shall apply to everyone using in whatever form what is offered on www.7sheep.net (as a whole or parts thereof “7SHEEP-WEBSITE”) and/or shall apply to everyone (individually or together “USER”) using 7SHEEP-Software-as-a-Service (“7SHEEP-SAAS”) and/or using support or other individual services by 7SHEEP (individually or together “7SHEEP-SERVICES”). All agreements by 7SHEEP regarding the 7SHEEP-WEBSITE, 7SHEEP-SAAS and / or 7SHEEP-SERVICES are exclusively entered into on the basis of these 7SHEEP-T&C; conditions by the USER are irrelevant even if they claim exclusivity.
1.2. The PRIVACY AGREEMENT, accessible at www.7sheep.net/privacy-agreement, form an integral part of these 7SHEEP-T&C; when reference is made to the 7SHEEP-T&C, the PRIVACY AGREEMENT is also included.
2. 7SHEEP-WEBSITE, 7SHEEP-SAAS, 7SHEEP-SERVICES, fees and discounts
2.1. The 7SHEEP-WEBSITE includes general information on 7SHEEP, their services and the access to the 7SHEEP-SAAS. 7SHEEP-SERVICES may cover customising, training and maintenance services in connection with the 7SHEEP-SAAS and / or consultancy services regarding the set up of 7SHEEP and the CUSTOMER’s use thereof (“7SHEEP-CONSULTANCY”).
2.2. The 7SHEEP-SAAS is an online-database builder and mailing system that can be used by the USER – if contractual partner of 7SHEEP, the “CUSTOMER” – as a system for creating databases, managing events, automating work-flows, surveys, etc. The full feature set is available on www.7sheep.net, 7SHEEP may expand this feature set in the future.
2.3. The CUSTOMER can choose regarding the 7SHEEP-SAAS between different licensing models (a) as laid down in www.7sheep.net, including a FREE TRIAL VERSION, whereas the USER of a FREE TRIAL VERSION undertakes to agree on the special terms thereof, or (b) as individually agreed between CUSTOMER and 7SHEEP, especially regarding 7SHEEP-SAAS possible discounts on fees.
2.4. The system requirements for the 7SHEEP-SAAS are a modern web browser and an Internet connection.
2.5. 7SHEEP will not refund any payments and is not responsible for any failures etc caused by lack of system requirements, bad internet connection or other disturbances, which do not fall in the sphere of influence of 7SHEEP.
2.6. 7SHEEP SUPPORT are services offered by 7SHEEP based on individual agreements regarding the customising, the training and / or the maintenance services in relation with the 7SHEEP-SAAS, however generally especially not (i) deliveries of hard- or software of any kind; (ii) support and maintenance services outside of business hours; (iii) support and maintenance in cases where the CUSTOMER has failed to give notice of errors in a proper and, particularly, in a comprehensible manner; (iv) backup measures of any kind whatsoever; (v) clearing of faults caused by arbitrary alterations to the 7SHEEP-SAAS; (vi) clearing of faults caused by defective hardware and/or by deficiencies in the programs of other providers; (vii) clearing of faults caused by other circumstances beyond 7SHEEP’s sphere of influence, such as, for instance, force majeure, exposure to electricity and magnetism and conduct on the part of the CUSTOMER’S staff members or of the staff members of a third party. Services rendered by 7SHEEP – under any circumstances whatsoever – that are not covered by the agreement with the CUSTOMER may be invoiced separately in accordance with 7SHEEP’s current hourly rate or with any other basis of calculation that may be appropriate.
2.7. 7SHEEP CONSULTANCY are services indicated in Clause 2.1. offered by 7SHEEP based on individual agreements.
2.8. All prices indicated on the 7SHEEP-WEBSITE and other documents are subject to confirmation, are non-binding and may be altered at any time. The fees are easily readable and relatable for the averagely attentive viewer; all fees stipulated are including VAT (gross prices) in EUR.
2.9. Place of performance for 7SHEEP shall in every case be Vienna, Austria.
3. USER AND CUSTOMER
3.1. In terms of these 7SHEEP-T&C, a USER is everyone using what is offered on the 7SHEEP-WEBSITE and/or in the 7SHEEP-SAAS in any way – with our without fees. The USER guarantees to have read and understood the main characteristics of the 7SHEEP-WEBSITE and/or the 7SHEEP-SAAS and/or the 7SHEEP-SERVICES and that the USER will not require or claim any further information.
3.2. In terms of these 7SHEEP T&C, a CUSTOMER is everyone who enters into an agreement with 7SHEEP; for clarification: rules for the USER are also binding for the CUSTOMER. The CUSTOMER guarantees to have full legal capacity and that all statements issued to 7SHEEP are legally binding and that all USERS attributable to the CUSTOMER have submitted themselves to the rules and duties of these 7SHEEP-T&C; the CUSTOMER shall indemnify and hold 7SHEEP harmless from and against all losses relating thereto.
3.3. 7SHEEP excludes the following USERS from using the 7SHEEP-SAAS: Any business and/or individual relating to the insurance industry, any business and/or individual relating to the medial and/or health industry and any business and/or individual relating to the travel industry, and/or any business and/or individual relating to credit, loan and banking industries. Moreover, 7SHEEP maintains the right to block the access to 7SHEEP-SAAS if any circumstances should arise that mitigate against the using of the 7SHEEP-SAAS.
4. Agreements between 7SHEEP and CUSTOMERS and Right of Rescission
4.1. With the “SIGN UP” the USER puts a binding offer to intend to use or license 7SHEEP-SERVICES or 7SHEEP–SAAS (compare license models in Clause 2.3) as a CUSTOMER (“USER OFFER”). 7SHEEP maintains the right to decline the USER OFFER without giving any reasons. Otherwise, 7SHEEP agrees to the USER OFFER. In the latter case 7SHEEP sends to the CUSTOMER the respective documents (“7SHEEP DOCUMENTS”). These 7SHEEP-T&C are an integral part of the 7SHEEP DOCUMENTS.
4.2. After the acceptance of the USER OFFER regarding a FREE TRIAL VERSION 7SHEEP will follow up within 72 hours per e-mail to the CUSTOMER to arrange the possible free trial.
4.3. After the acceptance of the USER OFFER regarding other licensing model agreed on (compare Clause 2.3.) 7SHEEP will follow up within 72 hours per e-mail to the CUSTOMER providing the LOGIN DATA to the 7SHEEP-SAAS to use it as agreed upon.
4.4. Generally, the Consumer protection law affords consumers a Right Of Rescission for distance selling contracts, whereas this right does not apply on the 7SHEEP-WEBSITE, 7SHEEP-SAAS and / or 7SHEEP-SERVICES, because 7SHEEP is obliging itself to start its services within seven business days of the date the contract is concluded:
Otherwise, the consumer may rescind from a contract concluded in distance selling or a contractual declaration issued in distance selling prior to expiration of the rescission period of seven business days, whereby Saturday shall not count as a business day. It shall be sufficient for the rescission declaration to be sent within the period. In case of contracts for the delivery of goods, the period shall begin on the date of receipt thereof by the consumer and, in case of contracts for the provision of services, the period shall begin on the date the contract is concluded.
If 7SHEEP fails to comply with the duties of disclosure thereof in accordance with Sec 5d (1) and (2) Austrian Consumer Protection Act, the rescission period shall be three months from the dates mentioned above. If BEECC complies with the duties of disclosure thereof within this period, the seven business days period shall begin upon disclosure of the information by the enterprise.
The consumer shall have no Right Of Rescission in case of contracts for (i) services whose provision to the consumer is to begin within seven business days from the date the contract is concluded; (ii) goods or services whose price depends on the development of prices in the financial markets over which the enterprise has no control; (iii) goods which are made in accordance with the customer’s specifications, which are clearly customised to meet personal needs, whose features render them unsuitable for a return shipment, which spoil quickly or whose expiration date has passed; (iv) audio or video recordings or software, provided the consumer broke the seal on the delivered objects; (v) newspapers, journals and magazines, with the exception of contracts for periodicals; (vi) gambling and lottery services; and home deliveries and recreational services (Sec 5c (4) Nos. 1 and 2 Austrian Consumer Protection Act).
If the consumer rescinds the contract in accordance with the above, the PARTIES shall be obligated concurrently as follows: 7SHEEP must reimburse the consumer for payments made by the latter and for necessary and beneficial expenses incurred by the consumer for the object; and the consumer must return the goods received thereby and pay to 7SHEEP a reasonable fee for use, including compensation for any diminished value of the goods associated with such use; acceptance of the goods in the custody of the consumer shall not, and in of itself, be deemed a diminution of value. The consumer is required to participate in the immediate cost of the return shipment. If the goods cannot be returned the consumer has to indemnify 7SHEEP if the goods were used for the benefit of the consumer. Claims of tort are not affected by the above.
5. Terms of payment of fees
5.1. Payments shall be effected within seven (7) days as of the due date (in cases of doubt: receipt of invoice) without charges and deduction on the account stipulated by 7SHEEP. If payments are not received in due time 7SHEEP has the right to block the respective LOGIN DATA and/or suspend the account and/or suspend access to published forms to the 7SHEEP-SAAS until payments are completely received.
5.2. Default interest of 8% above the European Central Bank’s basic interest rate shall be charged irrespective of default. The CUSTOMER shall bear or refund any and all costs and expenses in connection with the recovery of payment such as collection costs and late payment notice charges determined by legal tariffs and which are required for asserting the respective legal rights, like in particular legal reminders.
5.3. If the CUSTOMER is not consumer: The CUSTOMER is not entitled to set off claims against claims of 7SHEEP, as far as the claims of the CUSTOMER have not been legally approved or accepted by 7SHEEP. The CUSTOMER is not entitled to hold back any payments for whatever reason.
6. USER content and use of and access to the 7SHEEP-WEBSITE and 7SHEEP-SAAS
6.1. All content and communication on the 7SHEEP WEBSITE generated by the USER, especially in the 7SHEEP-SAAS shall not contain any illegal content. The USER shall bear exclusive responsibility for any and all content and communication generated by the USER and he/she shall indemnify and hold 7SHEEP harmless. In particular, no content or data in any form shall be used in connection with 7SHEEP, which are illegal, harmful, threatening, abusive, harassing, forbidden, defamatory, vulgar, obscene, libellous, infringing the privacy of others, hateful or discriminating in other ways (including discrimination against sex, race or an ethnic group) or objectionable in any other way. Moreover, it is prohibited to use content which infringes upon legal provisions or rights of third parties, such as copyrights or industrial property rights, especially trademark rights, or contents in breach of fair competition. The use of 7Sheep as a database is not permitted for the following branches: financial services, medical services, insurance.
6.2. It is prohibited to interfere with or interrupt the process of the 7SHEEP-WEBSITE and/or the 7SHEEP-SAAS, the server or the networks of 7SHEEP or to ignore the requirements or operating procedures.
6.3. All works and/or contents such as texts, designs, databases, pictures etc. that are accessible on the 7SHEEP-WEBSITE are protected for the benefit of 7SHEEP and/or third parties by copyright or other intellectual property rights. As far as any works are made available free or against fees to the USER via the 7SHEEP-WEBSITE and /or the 7SHEEP-SAAS, the USER undertakes to use them only for purposes within the scope of the agreement respectively license. In the case of a download, this means that the works may only be used for personal purposes; passing them on, copying or exploiting them is forbidden and may have legal consequences. Contents made accessible via online streaming must not be stored permanently.
6.4. 7SHEEP grants the USER rights of use and/or exploitation as far as they are absolutely necessary for proper use of the 7SHEEP-WEBSITE and/or 7SHEEP-SAAS; particularly, the USER shall not have the right to copy and/or pass on and/or exploit the 7SHEEP-WEBSITE and/or 7SHEEP-SAAS or parts thereof, contents or computer codes in any form whatsoever, unless it is absolutely necessary for proper use of the 7SHEEP-WEBSITE and/or 7SHEEP-SAAS. The 7SHEEP-WEBSITE may only be used in the scope of the respective license. The USER shall not have the right to make the 7SHEEP-SAAS available for third parties in any way not covered by the respective license. The USER shall report to 7SHEEP any and all unauthorised access, which he/she gains knowledge of, right away. In case the USER should forget the LOGIN DATA or gain knowledge that third parties have gained access to these data, he/she shall inform 7SHEEP right away and request new login data via firstname.lastname@example.org stating his e-mail address as USER identification. Otherwise, the USER shall indemnify and hold 7SHEEP harmless from and against all losses.
6.6. Everyone uploading material and/or information via the 7SHEEP-WEBSITE and/or 7SHEEP-SAAS guarantees and grants 7SHEEP the non-exclusive right not limited in time and place to use the material and/or information in accordance with all current and future exploitation rights, including the granting of all rights to use, copy, publicly perform, publicly display, reformat, translate, take excerpts (in whole or in part) and communicate the data and works uploaded for commercial, advertising or other purposes, for the preparation of derived works or the incorporation of such contents in other works and for granting and authorizing (sub-)rights to use works. Furthermore, 7SHEEP shall have the right to make copies of all contents in such a way as it deems necessary to facilitate posting, storing and managing the contents. In this context the USER explicitly resigns from enforcing any monetary or other claims and considerations against 7SHEEP and the USER shall bear any and all levies and charges to the collecting societies and shall fully indemnify and hold 7SHEEP harmless.
6.7. The USER guarantees that all via the 7SHEEP-WEBSITE and/or 7SHEEP-SAAS uploaded data and works (i) are his/her own intellectual property and/or he/she was granted all respective rights by the holders of the rights, (ii) are not encumbered with any third-party rights whatsoever, and (iii) do not infringe in any way any relevant legal provisions whatsoever or the general principles of decency and ethics. In the event that the aforementioned guarantee is violated, the USER shall fully indemnify 7SHEEP for any damages whatsoever arising out of such violation, including but not limited to third-party claims.
6.8. 7SHEEP does not warrant that any data regarding the USER etc processed with 7SHEEP-SAAS can be exported respectively handed over to the USER for further use outside 7SHEEP-SAAS.
6.9. 7SHEEP reserves the right to deactivate and/or permanently delete content, particularly if the USER infringes his/her guarantees and/or obligations under this 7SHEEP-T&C.
6.10. The USERS as well as 7SHEEP may create links to websites of third parties and their contents and/or services on the 7SHEEP-WEBSITE and/or in the 7SHEEP-SAAS. 7SHEEP shall under no circumstances exercise any control over such linked websites or appropriate their contents unlawfully. 7SHEEP does not examine, monitor or check such third-party websites and applications, software or contents for accuracy, fairness or completeness, neither upon placement of the links nor any time thereafter. 7SHEEP assumes no liability whatsoever for the activities and contents of linked websites. If a USER decides to access or install third-party websites and/or applications, software or contents, he does so at his sole risk and/or shall at any rate hold the third party but never 7SHEEP liable.
6.11. 7SHEEP shall have the right to (i) amend, (ii) limit, or (iii) shut down completely all services and contents offered on the 7SHEEP-WEBSITE and/or the 7SHEEP-SAAS or parts thereof at any time for any reasons whatsoever whereas the CUSTOMER is entitled to an aliquot payment deduction only in case (ii) if serious limitations occur or in case (iii); the USER shall declare that he is aware that changes of the 7SHEEP-WEBSITE and/or 7SHEEP-SAAS are necessary and objectively justified.
6.12. If you are an US copyright owner or an agent thereof and believe that any information, data etc on the 7SHEEP-WEBSITE and/or the 7SHEEP-SAAS infringes upon your copyrights, you may submit a written notification including all necessary or helpful information pursuant to the Digital Millennium Copyright Act (“DMCA”) to 7SHEEP.
7. Duration of Contract
7.1. The duration of the contracts depend on the individual agreements with 7SHEEP, compare for the 7SHEEP-SAAS especially Clause 2.3.
7.2. In the case of use of the 7SHEEP-WEBSITE and/or 7SHEEP-SAAS contrary to the agreement respectively license or in the case of abuse of the before said or if maintaining the contractual relationship cannot be reasonably expected from 7SHEEP due the USER’s behaviour, especially but not limited to delay in payment due to a reminder and granting a period of grace of 14 days and / or such as behaviour damaging the reputation of 7SHEEP, regardless whether the USER displaying this behaviour is also a CUSTOMER, 7SHEEP shall have the right to rescind the contract and/or block the USER and/or CUSTOMER and all his relating USERS from accessing the 7SHEEP-SAAS. These provisions will in no way affect the right of termination of the contract for any other reason constituting good cause.
7.3. The following rules and sections shall survive the termination of any contract with 7SHEEP: the PRIVACY AGREEMENT and the clauses 6., 7.3., 8, 9 and 10 of these 7SHEEP-T&C.
8.1. 7SHEEP makes every effort to ensure, but cannot warrant, the availability, completeness and accuracy of the data used by 7SHEEP, and 7SHEEP at any rate assumes no liability for availability of the 7SHEEP-WEBSITE and/or 7SHEEP-SAAS. 7SHEEP at any rate assumes no liability for damages caused by data like viruses and Trojans etc., even if distributed via 7SHEEP.
8.2. The USER shall declare irrevocably that the legal warranty is not applicable to the 7SHEEP-WEBSITE and/or 7SHEEP-SAAS are provided on an “as is” and “as available” basis without any warranties of any kind. 7SHEEP hereby disclaims all warranties, including, but not limited to, the warranty of title, merchantability, non-infringement of third parties’ rights, and fitness for particular purpose.
8.3. 7SHEEP assumes liability only for intentional false testimony; at any rate, 7SHEEP assumes liability for its own acts only in case of gross negligence – with the exception of personal injury, where 7SHEEP is liable in any case of default. The amount of liability is limited to the amount of consideration of the respective USER per year. Damages for consequential damage or financial loss, loss of savings, interest loss or damage arising from claims of third parties against the USER etc are excluded, whether based on warranty, contract, tort (including negligence), or any other legal theory, even if 7SHEEP has been advised of the possibility of such damages. In any case, 7SHEEP’s liability shall be limited to the greatest extent permitted by law.
8.4. In the context of FREE TRIAL VERSIONS 7SHEEP assumes liability for its own acts only in case of wilful intent.
8.5. It is up to the USER to decide upon which channel of communication they use (e.g. e-mail, fax, post etc) Therefore, 7SHEEP assumes no liability for transmission errors etc. The risk of destruction or alteration of data transmitted shall be borne by the USER up to and/or from the network interface of 7SHEEP.
8.6. 7SHEEP assumes no liability for information and/or data which has been, recognisable for the user, provided by third parties to 7SHEEP and/or referred to by hyperlinks.
8.7. Any and all limitations of liability shall also apply to employees and vicarious agents of 7SHEEP.
9. Arbitration Clause
9.1. For CUSTOMERS / USERS not being consumers: All disputes arising out of or in connection with any agreement with 7SHEEP shall be – except preliminary measures – finally settled under the Rules of Arbitration of the International Chamber of Commerce (“ICC-RULES”) by three arbitrators appointed in accordance with the ICC-RULES.
9.2. The place of arbitration shall be Vienna, Austria and the language shall be English or German.
9.3. Consumers shall sue and be sued according to the applicable legal rules.
10. Final provisions
10.1. The USER and 7SHEEP agree that any and all disputes arising out of and in connection with the contracts and about and/or from the use of the 7SHEEP-WEBSITE and/or 7SHEEP-SAAS and/or 7SHEEP SERVICE shall be governed by Austrian law – including the procedural laws, however subsidiary to the ICC-RULES – with the exception of the conflict of law rules and the UN Sales Convention.
10.2. Any and all amendments and supplements to this 7SHEEP-T&C must be made in writing in order to be valid, whereas new 7SHEEP-T&C shall only become valid if 7SHEEP sends them to the USER (also electronically) and the USER does not object to the “new” 7SHEEP-T&C within ten (10) Austrian workdays.
10.3. Should any provision and/or integral part of these 7SHEEP-T&C become invalid, the validity of the remaining provisions thereof shall not be affected. The invalid provision shall be replaced by a provision coming as close as possible to the economic purpose of the invalid provision.