Last updated: 2019-05-02
1. Object
1.1
audriga GmbH, Alter Schlachthof 57, 76131 Karlsruhe, Germany („audriga“) operates an email/online storage transfer service which enables the users to copy or move their data (e.g. emails, address books, calendar entries, tasks, files) from one email/online storage provider to another (the „Service“).
1.2
These Terms of Use shall apply to any use of the Service by the user and in the user’s area of responsibility. Unless otherwise agreed by the parties to the Agreement, solely these Terms of Use shall apply to the use of the Service. Terms of the users shall not become part of the Agreement, unless audriga recognises such terms in writing.
2. Vouchers
2.1
Vouchers shall be used to invoice the Service. Each voucher shall entitle the user to transfer the specified number of email/online storage accounts (the „Voucher Credit“). The volume of each transfer shall be limited with regard to the data volume and the maximum duration of the transfer if the technically required minimum bandwidth is not met. The details are described in the Technical Description of Email Migration Services or the Technical Description of Online Storage Migration Services. The purchaser of a voucher and audriga can agree on further limitations (e.g. use for transfers to a specific email provider). Vouchers do not give the purchaser any right to audriga carrying out a specific transfer. According to fig. 4.3 Audriga is entitled to refuse transfer applications.
2.2
The user can order vouchers for the use of the Service in accordance with the current audriga price list. The order is an offer to audriga to purchase vouchers in accordance with these Terms of Use. It is up to audriga to accept or refuse this offer.
2.3
audriga shall confirm the receipt of the order by email („Order Confirmation“). The Order Confirmation shall take place automatically and shall not constitute an acceptance of the offer by audriga. An agreement shall come into existence by audriga providing the user with the voucher according to fig 2.4 or cashing in the voucher immediately after the order and activating the transfer.
2.4
Vouchers consist of a unique character code. If the user does not order a voucher in the scope of a specific transfer and audriga directly activates it, audriga shall provide the user with the voucher by email to the email address specified during the order.
2.5
Users may only pass on vouchers amongst themselves if audriga specifically condones this on issuing the voucher. A combination of the Voucher Credits of several vouchers is permitted.
2.6
Unless otherwise agreed with the purchaser of the voucher, vouchers shall be valid one year from the date of their issue. After expiry of vouchers, audriga shall, following a written request, reimburse the user for the fees it has paid for the vouchers which it has purchased itself but not used. If only part of a voucher has been used reimbursement shall be made proportionately. In the case of vouchers which the user has received from a third party (e.g. a groupware provider), there shall be no reimbursement of costs.
3. Trial Use
audriga may grant the user the opportunity to use the service as a trial without using vouchers. This type of trial use is generally limited to part of the email/online storage account, e.g. a certain number of emails, contacts, calendar entries, files or emails, contacts, calendar entries, files from a certain period. This type of trial use shall always be granted on a voluntary basis and within audriga’s technical and operational possibilities.
4. Transfers, Access Data
4.1
Before each transfer, the user must specify the addresses, the original and destination provider and the access data of the email/online storage accounts, from which or to which the transfer should take place. audriga can only carry out transfers if the access data is complete, correct and up to date.
4.2
The user can order audriga through the “Start Transfer” function to execute a transfer with the data specified in accordance with fig. 4.1. The precondition is a sufficient Voucher Credit, unless a trial use in accordance with fig. 3 is possible. audriga shall confirm the receipt of the order by email. This confirmation takes place automatically and shall not constitute an acceptance of the user’s order by audriga. An order shall only be deemed accepted when audriga informs the user about the start of the transfer through an additional email.
4.3
audriga can refuse an order in accordance with fig. 4.2 if a technically safe implementation of the transfer is not possible with the access data supplied by the user, the user does not meet the technical requirements, uses the Service in conflict with the information provided by audriga or its Terms of Use, is in arrears with payment or if there is an important reason for a rejection of the order. In the event of a refusal, audriga shall inform the user by email.
4.4
The user shall receive an order number for each transfer, through which it can track the progress of the transfer and can carry out amendments. The user has to treat the order number strictly confidentially. If the user is a company, the order number may only be passed on to employees who are entitled to manage the groupware accounts specified in the meaning of fig 5.1.
5. Access to Email Accounts, Data Storage, Use of the Service
5.1
The Service accesses the original and the destination email/online storage accounts. The technical functionality of the Service, its use and the technical requirements which the user must fulfill are described in the Technical Description of Email Migration Services or the Technical Description of Online Storage Migration Services. The user undertakes to observe the information listed therein. The user is responsible for checking whether it can meet the technical requirements. The user may only list email/online storage accounts in the access data, for which it has unrestricted administration, access and utilization rights and for which the email/online storage provider in question permits an automatic transfer. The user is aware that due to technical reasons frequently not all the information can be transferred to the groupware account of the destination groupware provider. During a transfer, the user may not amend the access data and the data stock of the original and destination email/online storage accounts. Due to data security reasons audriga strongly advises the user to leave the data stock of the original groupware account unchanged until it has convinced itself that the transfer has been successfully completed without any errors. The details are described in the Technical Description of Email Migration Services or the Technical Description of Online Storage Migration Services.
5.2
audriga shall inform the user by email when the transfer is completed. The transfer shall be deemed as duly completed if the user does not complain about any errors in writing two weeks after the completion of the transfer.
5.3
audriga shall be entitled to abort a transfer due to technical reasons and to restart it. The extra costs involved in doing so shall not be borne by the Voucher Credit, unless the user is responsible for the abort.
5.4
The access data also includes the password of the original and the destination email/online storage accounts. The user undertakes to observe the restrictions imposed on it in the contractual agreements with the relevant email/online storage provider with regard to passing on passwords.
5.5
The use of the Service shall only be permitted in the framework of the planned functional scope. The user may not use any software or other technical devices which modify, extend or jeopardise the functioning of the Service.
5.6
audriga shall ignore the contents which the user processes using the Service. The user is responsible and ensures that said contents do not infringe applicable law, morality or the rights of third parties.
5.7
The user shall indemnify audriga from all claims of third parties and shall reimburse audriga for all damage and expenditure which audriga incurs due to a breach of the user of the obligations in accordance with these Terms of Use and/or an illegal use of the Service, unless the user can prove that it is not responsible for the breach.
6. Fees, Payment
6.1
audriga can offer various payment options as it sees fit. Unless otherwise agreed, vouchers must be paid in advance. audriga reserves the right not to offer certain types of payments in individual cases or only under certain requirements.
6.2
The user has the right to offset only if its counter claims are ascertained res judicata or are uncontested by audriga. Additionally, the user shall only be entitled to exercise a right of retention only to the extent that his counterclaim is based on the same contractual relationship.
6.3
If the user gets into arrears with the payment of the fees, audriga can, for user agreements with consumers, demand default interest to the amount of five percentage points above the basic interest rate (section 247 German Civil Code), for agreements in which a consumer is not involved, interest to the amount of eight percentage points above the basic interest rate. audriga’s right to prove higher default damage shall remain unaffected.
6.4
All prices contain the statutory VAT.
7. Faulty Transfers
7.1
If a transfer aborts unexpectedly, if it is not fully completed or only completed with errors or if the Service does not operate smoothly, the user must inform audriga about this in writing without delay enclosing a detailed description of the error. Once the faults of the Service have been proven, audriga shall grant the user the opportunity to repeat the transfer free of charge.
7.2
If two further attempts to transfer the relevant email/online storage account correctly are also unsuccessful, the user has the right to reimbursement of the fees it has paid for all vouchers it has purchased and not yet used. For the faulty transfer the Voucher Credit of the user will not be charged. The vouchers affected by the reimbursement become invalid with the assertion of the claim.
7.3
Faulty functions and aborted transfers which are due to non-observance of the operational instructions, technical requirements etc shall not be deemed as an error in the meaning of this fig. 7.
7.4
Otherwise, the statutory regulations shall apply. The user shall not be entitled to carry out the transfer using another technical method at the cost of audriga.
7.5
If in the course of the analysis of an error message of the user it emerges that there was no error, for which audriga is responsible („False Message“), audriga is entitled to invoice the user the cost incurred as a result, unless the user was not in a position to realise the False Message.
8. Damages and Compensation
8.1
audriga shall pay damages and compensation of wasted expenses, irrespective of whatever legal reason, in the following scope only:
- In the event of intent and in the case of a written guarantee by the audriga management the latter shall be liable in full. The same shall apply in the event of a grossly negligent infringement of a duty by audriga and its legal representatives and officers.
- In the event of a simple negligent infringement of a substantial duty which would have to be carried out correctly in order for the Agreement to be executed properly at all, which the user trusts and is entitled to trust that it will be upheld and the infringement of which jeopardises the attainment of the purpose of the Agreement (cardinal duty), audriga shall be liable to the amount of the typical damage foreseeable on concluding the Agreement.
- The liability limitation in accordance with b) shall apply accordingly in the event of a grossly negligent infringement of duties by other vicarious agents of audriga.
8.2
audriga reserves the right to assert defence of contributory negligence.
8.3
In the event of injury to life, body and health and claims under the Product Liability Act only the statutory provisions shall apply.
8.4
Unless otherwise agreed and if no shorter limitation period applies in accordance with the statutory provisions, claims of businessmen for damages and compensation of wasted expenses shall expire in two years. The statutory provisions shall apply for the start of the limitation period. In cases of fig. 8.1 a) and fig. 8.3 only the statutory limitation regulations shall apply.
8.5
The liability limitation in accordance with this fig. 8 shall also apply to the personal liability of the employees, representatives and bodies of audriga.
9. Data Privacy
audriga shall take suitable technical and organisational measures to protect the data processed using the Service and shall observe the relevant provisions of the data privacy law. The details are contained in audriga’s Data Privacy Declaration. Unless the user exclusively processes data for personal or family-related purposes using the Service, the use of the Service assumes a legally valid agreement between audriga and the user governing the processing of the order data.
10. Modification of the Service
audriga may modify the functionality of the Service, the list of the email providers supported and other technical requirements due to technical reasons, e.g. because email providers change interfaces or functions. audriga shall inform the users about such changes through the website www.audriga.com. If a voucher becomes unusable due to such a change, following a written request to do so, audriga shall reimburse the user for the fees paid for said voucher. Fig. 2.6 shall apply accordingly. The vouchers affected by the reimbursement shall become invalid with the assertion of the reimbursement claim.
11. Languages, Storage of the Agreement Text, Final Provisions
11.1
The conclusion of this Agreement is only possible in German and English.
11.2
German law shall apply.
11.3
Statements which according to these Terms of Use have to be made in writing can also be sent by email or fax. Statements from the user shall be sent to the following address:
audriga GmbH Alter Schlachthof 57 76131 Karlsruhe, Germany Fax: (+49) 721 170 293 179 Email: support@audriga.com
11.4
If the user is a businessman, juristic person of public law or a special fund under public law or if the user’s place of jurisdiction is abroad, the place of jurisdiction for all disputes arising from and in connection with this Agreement is the head office of audriga.
Cancellation policy
Cancellation rights
You can cancel your contractual declaration within 14 days without specifying any reasons in the form of a text (e.g. letter, fax, email). The deadline shall begin after receiving these instructions in text form, however not before the conclusion of the agreement and also not before meeting our information duties in accordance with section 246 section para. in connection with section 1 para. 1 and 2 EGBGB as well as our duties in accordance with section 312g para. 1 sent. 1 German Civil Code in connection with article 246 section 3 EGBGB. In order to uphold the cancellation, it must be sent off on time. The cancellation must be sent to:audriga GmbH Alter Schlachthof 57 76131 Karlsruhe, Germany Fax: (+49) 721 170 293 179 Email: support@audriga.com
Cancellation consequences
In the case of an effective cancellation, the services which have already been received by both parties and any benefits gained (e.g. interest) must be returned. If you are unable to return or issue the performance/service received, as well as benefits (e.g. benefits obtained) at all or only partially or only in a poor condition, you have to provide us with compensation. This can lead to you also having to meet the contractual payment obligations for the period up until the cancellation. Obligations for the reimbursement of payments must be met within 30 days. The deadline for you shall start when you send off your cancellation notification, and for us when we receive it.Special information
Your cancellation right shall expire prematurely if the contract has been met in full by both parties if you expressly desired this, before you have exercised your cancellation right.End of the cancellation policy