Note: These General Terms and Conditions apply to  ginlo Business.

1. Contracting parties
2. Definitions
3. Subject matter of the contract, ginlo Business contractual services
4. Conditions for using ginlo Business
5. Concluding of the contract
6. Remuneration and invoicing
7. User’s obligations
8. Rights of use of the messenger app
9. Rights and obligations of ginlo.net GmbH
10. Indemnity
11. Warranty, customer services
12. ginlo.net GmbH’s liability and limitations of liability
13. Term of the contract, notice of termination, contractual end
14. Concluding provisions

1. Contracting parties

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 / Germany

telephone: +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”).

2. Definitions

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

Application 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, locations or contacts that can be exchanged between users via ginlo Business

Server

ginlo server of ginlo.net GmbH, as defined in Subject matter of the contract, ginlo Business contractual services number 11

Web-messenger

Messenger based on web browsers for using ginlo Business on desktop and tablet

3. Subject matter of the contract, ginlo Business contractual services

(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 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.

4. Conditions for using ginlo Business

(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.

(3) Users must first download and install the apps on their user devices or call it up via web browser. 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.

5. Concluding of the contract

5.1. Single installation

(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, he/she proceeds as described in section 5.2.

5.2. Installation with management cockpit

(1) By submitting the online order form, 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 Conditions for using ginlo Business.

(3) Optionally, a separate contract (framework contract) can be concluded in advance or during the test period, in which agreements deviating from these GTCs or additional agreements can be made.

6. Remuneration and invoicing

(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 remuneration is due for payment upon receipt of the invoice sent by letter. Invoicing must be effected in advance for the respective term of the contract.

(5) The invoice must be paid within 14 days to the bank account stated on 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.

7. User’s obligations

(1) Users may only use the ginlo Business system for exchanging messages.

(2) It is the responsibility of the users to verify the extent to which the services offered satisfy the special statutory, legal, or other requirements of data privacy and data security and to verify for themselves the extent to which the use of the services offered by ginlo Business is lawful for the purposes intended by the users. ginlo.net GmbH does not provide any legal advice on this. Attention is drawn here to the fact that absolute security cannot be guaranteed by technical procedures and especially that the secureness of encryption procedures is subject to constant change.

(3) Users are responsible for their own activities, especially for messages that are uploaded, stored in the system, kept ready for retrieval, and/or transmitted or distributed by them or by third parties for whom they are vicariously liable. Users are obligated to take appropriate measures to protect the hard- and software (customer system) used by them for the services in order to ensure the security and integrity of their customer systems. This especially includes the use of the most current version of the ginlo Business app, the operating system software or the browser software, and the taking of the most up-to-date precautions to protect IT security (virus protection scanner, firewall, IT security software, etc.).

(4) ginlo Business users must ensure that their passwords are protected from unauthorized use by third parties. They must particularly ensure that their passwords are kept in safe custody, since they cannot access messages without them.

(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.

8. Rights of use of the messenger app

(1) For each license purchased and for the term of this contract, ginlo Business users acquire the non-exclusive, non-transferable, and non-sublicensable right to install the software on their user devices and to use it for the purposes set out in this contract.

(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.

9. Rights and obligations of ginlo.net GmbH

(1) ginlo.net GmbH must provide the ginlo Business services in accordance with the provisions of this contract.

(2) ginlo Business and the associated systems at the point where the server connects to the Internet (router output ports of the computer center) must be available per month on an average of 99.5% of the time. Excluded from this are interruptions caused by maintenance work, updates, and repairs.

(3) ginlo.net GmbH must refrain from everything that is or could be capable of endangering the security and integrity of the stored data and information. ginlo.net GmbH or its employees will therefore never request or store the private keys or passwords of the user devices.

(4) 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.

(5) ginlo.net GmbH must continually develop the system, especially with respect to discoveries in the area of IT security technology. This means that new functions can be developed and existing functions can be replaced by new ones or removed from the system.

(6) ginlo.net GmbH is entitled at any time to change the security system, especially the encryption system, and to convert it to a new system that meets the latest technical standards.

(7) In the case of a negligent/intentional violation of statutory provisions or of these GT&Cs by a user or by a third party for whom such user is vicariously liable, ginlo.net GmbH is entitled to temporarily block the services entirely or partially. The right to terminate the contract without notice pursuant to Section 12(2) is not affected by this.

(8) ginlo.net GmbH reserves the right to have all of the contractually owed services performed entirely or partially by third parties.

10. Indemnity

The user indemnifies ginlo.net GmbH and the third parties engaged by it to perform its contractual obligations from all claims of third parties that are asserted against ginlo.net GmbH as a result of a negligent/intentional breach of the obligations set out in these GT&Cs and/or as a result of other negligent/intentional acts of the user or of third parties for whom such user is vicariously liable. Furthermore, the user must compensate for any loss in excess of the foregoing, including the costs of any necessary lawsuits and the defending of them. This obligation also exists in the case of an abuse of the user’s account by third parties in so far as the user is at fault [includes intention and negligence] for it.

11. Warranty, customer services

(1) In the case of a defect, ginlo.net GmbH must remedy the defect through either patches or releases, the choice of which is theirs. If the remedying of the defect proves unsuccessful within a reasonable time period, users are entitled, in the case of a serious defect, to their statutory rights to terminate the contract and to the right to obtain damages to the extent set out in Section 12. There is no right to a reduction of the purchase price.

(2) Excluded entirely from the warranty claims [for defects] are such errors that are caused by external influences, operating errors, software changes made by the user, or any other disturbances outside the scope of ginlo.net GmbH’s responsibility.

(3) The user undertakes to inspect the software promptly upon receipt for any defects/operational errors and to promptly, within two weeks at the latest, report any defects discovered. Any defects or operational errors that occur later must also be promptly reported to ginlo.net GmbH after their discovery. If patent defects that were evident even without careful inspection are not promptly reported, i.e. within 14 days at the latest, after their discovery, then the warranty for these ceases to apply.

(4) Warranty claims are barred by limitation 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.

12. ginlo.net GmbH’s liability and limitations of liability

(1) ginlo Business users’ claims for damages, regardless of the legal grounds for them, and their claims to compensation for ineffectual expenditures are excluded unless the loss is occasioned by a grossly negligent or an intentional breach of duty, or by an at least negligent breach of fundamental contractual obligations, which means such contractual obligations the fulfillment of which makes it possible at all to properly implement the contract, the breaching of which jeopardizes the attainment of the contractual purpose, and the compliance with which the other party is readily entitled to rely on (cardinal obligations); liability in the latter case is limited to loss that is typical and foreseeable.

(2) The aforementioned limitation of liability does not apply to loss ensuing from a fatal injury, a bodily injury, or an injury to a person’s health, to liability under the [German] Product Liability Act (ProdHaftG), or to cases where ginlo.net GmbH has, as an exception, given a guarantee.

(3) ginlo.net GmbH is in no way liable for loss occasioned by failures or delays in performing services due to unforeseeable events for which ginlo.net GmbH, its legal representatives, or the third parties engaged by it to perform its contractual obligations are not responsible (force majeure). Events of force majeure include but are not limited to wars, riots, forces of nature, fires, sabotage attacks by third parties (e.g. by computer viruses), power breakdowns, orders of public authorities, lawful labor disputes within the company, and the breakdown or reduced performance of communication networks.

(4) ginlo.net GmbH is also not liable for loss caused by data losses if such loss could have been prevented by the ginlo Business user by performing a proper backup of the data on a regular basis.

13. Term of the contract, notice of termination, contractual end

(1) The contract for using ginlo Business pursuant to Section 5 (1) begins with the sending of the login code by ginlo.net GmbH or, if applicable, the provision of administrator rights with the associated licenses, and remains in effect for a term of 12 months. The term of the contract pursuant to Section 5(2) is determined by the period of time selected in the in-app purchase.

(2) The contractual term of the contract entered into pursuant to Section 5(1) is extended in each case by the term contractually agreed to if the contract has not been terminated in whole or in part (e.g. by reducing the number of licenses) by one party by giving 30 days’ notice prior to the end of the contractual term. The contractual term of a contract concluded pursuant to Section 5(2) automatically ends with the expiry of the contractual term selected.

(3) Each party’s right to terminate the contract without notice for good cause remains in effect. Good cause for ginlo.net GmbH to terminate the contract without notice (extraordinary termination) includes but is not limited to cases where

• 
i. the user acts in a manner conducive to endangering the availability and integrity of the ginlo Business service;
• 
ii. a user, despite having been given a warning and a deadline [to do or stop doing something], breaches its obligations under Section 7(5); or
• 
iii. ginlo.net GmbH discontinues the ginlo Business services.

(4) A termination must be effected in writing via a letter.

(5) At the end of the contract, the administrator should ensure that the contents of all used apps and the ginlo Business Cockpit are deleted and that the ginlo apps and the ginlo Business Cockpit are removed from all devices.

(6) After the contract ends, the user’s account on the ginlo server is closed. From the point in time the contract ends, an extension of the contract is possible–with a waiting period of 365 days–to enable access to the account. Afterwards the account is deleted.

14. Concluding provisions

(1) Any changes to these GT&Cs or to the remuneration must be notified by ginlo.net GmbH to the user in an appropriate manner, especially by way of notification on the ginlo website. Unless ginlo.net GmbH receives a written objection from the user within six weeks from receipt [of the changes], the changes are deemed accepted. Such consequences must be explicitly brought to the user’s attention by ginlo.net GmbH together with the notification of the changes.

(2) The invalidity of one provision of these GT&Cs does not affect the validity of the remaining provisions of these GT&Cs. Invalid provisions must be replaced with provisions that come as close as possible to that which was economically intended by the invalid provisions. The same applies to any contractual gaps that need to be filled.

(3) For judicial disputes arising from or in conjunction with the use of the services or arising from these GT&Cs, the courts in Munich, Germany, have exclusive jurisdiction.

(4) The law of the Federal Republic of Germany applies. However, the UN Convention on Contracts for the International Sale of Goods (CISG) does not apply. The contractual language is German.

(5) These General Terms and Conditions of Business are available at all times on the ginlo portal.

Status: February 2020