Terms and Conditions

  1. Scope of Application

1.1
Docuply UG (haftungsbeschränkt) offers web-based cloud software for document management and collaboration for pharmaceutical and biotech companies on the docuply.io website (hereinafter: Docuply) (hereinafter: Software).

1.2
The following General Terms and Conditions (hereinafter referred to as “GTC”) apply to all contracts of use (hereinafter referred to as “Contracts”) concluded between Docuply UG (haftungsbeschränkt) and Customers who are not consumers within the meaning of Section 13 of the German Civil Code (BGB) or other relevant statutory provisions via the “Docuply” platform.

1.3
Deviating general terms and conditions of the Customer shall not apply to contracts unless Docuply UG (haftungsbeschränkt) expressly agrees to their application in writing.

  1. Conclusion of contract between the Customer and Docuply UG (haftungsbeschränkt), Test Period

2.1
The offer provided on Docuply to use the web-based software designated and described therein does not constitute a binding offer by Docuply UG (haftungsbeschränkt).

2.2
The use of the Software of Docuply UG (haftungsbeschränkt) requires the creation of a Customer Account (hereinafter: Account). To create the Account, the required data must be provided and a password must be set. By confirming the creation of the Account, the Customer initially submits a binding offer to conclude a contract for the free use of the Software for test purposes. Docuply UG (haftungsbeschränkt) may accept this offer by setting up and granting access to the account or by sending a message to the e-mail address provided with the access data for the account set up.

2.3
By concluding a contract for free use in accordance with Section 2.2, Docuply UG (haftungsbeschränkt) grants the Customer the right to use the Software exclusively for test purposes (test period) from the time Docuply UG (haftungsbeschränkt) grants access to the Software or provides the access data. Each Customer is entitled to only one trial period. Upon request to Docuply UG (haftungsbeschränkt), however, the test period can be extended. Whether the trial period is extended is at the sole discretion of Docuply UG (haftungsbeschränkt). At the end of the trial period, the customer’s account will be blocked. There is no automatic conversion to a contract for the paid use of the software.

  1. Cancellation Policy for Contracts for the Delivery of Digital Content

3.1
You have the right to cancel this contract within fourteen days without giving any reason. The cancellation period is fourteen days from the date of conclusion of the contract. In order to exercise your right of cancellation, you must inform us, Docuply UG (haftungsbeschränkt), of your decision to cancel this contract
by means of a clear statement (e.g. a letter sent by post, fax or e-mail). To meet the cancellation deadline, it is sufficient for you to send your notification of exercising your right of cancellation before the cancellation period has expired.

  1. Docuply Services

Docuply offers the following services:

4.1
Docuply UG (haftungsbeschränkt) shall provide the Customer with access to the version of the Software offered on Docuply and selected by the Customer as Software-as-a-Service (hereinafter: SaaS) via the Internet for the term of a contract. Further services can be provided by Docuply UG (haftungsbeschränkt) on the basis of a separate offer.

4.2
The Docuply software provides services that enable GxP-compliant document management for pharmaceutical and biotech companies and allow collaboration with third parties. The documents are encrypted and stored on European servers.

4.3
With regard to the availability of the Software, Docuply UG (haftungsbeschränkt) warrants an availability of the Software from the server infrastructure of the data centre to the transfer point to the public or agreed data network of 99% on an annual average for each calendar year. This does not include periods in which the server cannot be reached due to technical or other problems that are not within the sphere of responsibility or influence of Docuply UG (haftungsbeschränkt) (e.g. force majeure, natural disasters, strikes, labour disputes, fault of third parties, etc.). Docuply UG (haftungsbeschränkt) may restrict access to the server if technical changes, maintenance of the system, the security of the network operation, the maintenance of the network integrity, in particular the avoidance of disturbances of the network, the software or stored data require it. Accessibility may be restricted due to maintenance of the software and server infrastructure, in particular between 21:00 and 07:00.

4.4
The data stored by the customer in the release area set up for him on the storage system of the data centre’s server infrastructure shall be backed up in file form daily between 23:00 and 05:00 at the data centre’s times and conditions. The data remains stored for a period of seven days after the data backup. At the end of the retention period, the data will be irretrievably deleted.
This data backup does not replace proper archiving of the data in the sense of tax law and does not guarantee compliance with the principles of data access and verifiability of digital documents.

  1. Cooperation of the Customer

5.1
The following co-operation services are primary obligations of the customer and are not to be classified solely as secondary obligations or duties.

5.2
The Customer is obliged to check the functionalities and general quality of the Software
during the test period in accordance with Sections 2.2 and 2.3 and to notify Docuply UG (haftungsbeschränkt) of any defects or other deviations from the quality requirements before concluding a contract for the use of the Software for a fee. The Customer may not invoke defects or other deviations from the quality requirements that were already known or present during the test period but were not reported to Docuply UG (haftungsbeschränkt) prior to the conclusion of a contract for the use of the Software for a fee.

5.3
The customer is obliged to provide a qualified contact person and deputy who is authorised to make or immediately bring about all necessary decisions that are required for the provision of the contractually agreed service. The customer is obliged to inform us immediately of any changes to the contact person (and deputy).

5.4
The Customer is solely responsible for the content and data processed with the Software. The Customer hereby undertakes to use the Software of Docuply UG (haftungsbeschränkt) only in accordance with the contract and within the scope of the applicable statutory provisions and not to infringe any third-party rights during use. The Customer shall inform Docuply UG (haftungsbeschränkt) immediately, if possible in writing, of: (i) misuse or suspicion of misuse of the contractually agreed service; (ii) a risk or suspicion of a risk to compliance with data protection or data security that occurs in the course of the provision of the contractually agreed service; (iii) a risk or suspicion of a risk to the service provided by Docuply UG (haftungsbeschränkt), e.g. due to loss of access data or hacker attack.

5.5
The customer is obliged to ensure the technical requirements himself.

5.5.1
The customer is responsible for ensuring that the internet connection has sufficient bandwidth and latency.

5.5.2
In order to optimise the use of the services and functions of Docuply UG (haftungsbeschränkt), the Customer shall use the latest version of Google Chrome or Mozilla Firefox browsers. In addition, the use of cookies must be permitted in the settings of the browser used. If these technical requirements are not met by the Customer, the usability of the services of Docuply UG (haftungsbeschränkt) may be restricted. Docuply UG (haftungsbeschränkt) is not responsible for these restrictions.

5.5.3
The customer is responsible for taking state-of-the-art IT security measures within its own organisation and for its employees. This includes, but is not limited to, the installation and regular updating of common antivirus software on the laptops, computers or other mobile devices of the Customer’s employees, ensuring the assignment and regular updating of secure passwords in accordance with the BSI IT Grundschutz or other equivalent, recognised security standards for the Docuply account as well as for the laptops, computers or other mobile devices of the employees or the use of corresponding mechanisms such as 2-factor authentication, automatic inactivity blocking, firewall, etc.

5.5.4
The Customer is also obliged to ensure the confidentiality of the identification and authentication data assigned to its users, which also means, for example, the organisational and, where applicable, technical prohibition of the disclosure of passwords and the prohibition of the use of so-called “shared accounts”. The ban on the use of “shared accounts” extends to the Docuply account as well as to the devices used, such as laptops, computers or other mobile devices.

5.5.5
In addition, the customer must ensure the security of the Internet connection used, i.e. in particular the use of company-owned rather than public virtual private networks (VPN) and ensuring the use of VPN connections in public networks.

5.6
The Customer is responsible for the technical setup and administration of the Account. This applies regardless of whether Docuply UG (haftungsbeschränkt) supports the Customer in setting up the Account in any form whatsoever. This includes in particular: (i) the technical setup of the Account, in particular migration of data, configuration of processes and products; (ii) the technical connection of interfaces on the Customer’s side according to the specification for incoming and outgoing data; (iii) the administration of the Account, in particular the creation of users and roles and assignment of access to the Account.

5.7
The Customer is obliged to inform Docuply UG (haftungsbeschränkt) immediately in text form of any service disruptions (defects in the services, lack of availability) and to provide comprehensible information on any service disruptions that occur. The Customer shall support Docuply UG (haftungsbeschränkt) to a reasonable extent in the identification and elimination of errors in the event of service disruptions. Docuply UG (haftungsbeschränkt) is entitled to show the Customer temporary workarounds and to eliminate the actual cause later by adapting the Docuply Software, provided this is reasonable for the Customer.

  1. Granting of Rights

6.1
Docuply UG (haftungsbeschränkt) grants the Customer a non-exclusive, simple, non-transferable licence to use the booked Software, limited in time to the term of the contract.

6.2
The Customer undertakes to use the Software exclusively in accordance with the contract and not to make it available to third parties for use. The Customer may only use content that it has retrieved or downloaded from Docuply for its own use in the context of its commercial, self-employed or scientific activities.

6.3
In the event of misuse of the software by the customer or by a third party whom the customer has enabled to use the software, the rights of use shall lapse.

6.4
The nature and scope of the rights of use for third party software provided by Docuply UG (haftungsbeschränkt) to the Customer shall be governed by the terms of use of the third party and shall be limited to the duration of the contract. Docuply UG (haftungsbeschränkt) will disclose the terms of use of the third party to the Customer.

6.5
The customer is not permitted to allow unauthorised persons or third parties to access and use the software online.

6.6
The rights of use granted to the Customer shall lapse if and as long as the agreed remuneration for the use of the Software has not been paid to Docuply UG (haftungsbeschränkt) or has not been paid in due time. In addition, Docuply UG (haftungsbeschränkt) has the right to block the Customer’s online access to the Software immediately and without reminder if the agreed remuneration is not paid or not paid on time.

  1. Limitation of Liability

7.1
Docuply UG (haftungsbeschränkt) shall be liable without limitation for intent and gross negligence. In the event of a slightly negligent breach of an obligation, the breach of which jeopardises the achievement of the purpose of the contract or the fulfilment of which makes the proper execution of the contract possible in the first place and on the observance of which the Customer could rely (hereinafter: cardinal obligation), liability shall be limited to foreseeable damages typical for the contract.

7.2
Docuply UG (haftungsbeschränkt) shall not be liable for slightly negligent breach of secondary obligations that are not cardinal obligations.

7.3
Docuply UG (haftungsbeschränkt) shall only be liable for cases of initial impossibility if it was aware of the impediment to performance or if the lack of knowledge is due to gross negligence, provided that no cardinal obligation is affected.

7.4
The above exclusions of liability shall not apply in the event of fraudulent concealment of defects or the assumption of a guarantee or a procurement risk, for liability for claims based on the Product Liability Act or for physical injury (life, body, health). This does not imply a change in the burden of proof to the detriment of the customer.

7.6
Insofar as the liability of Docuply UG (haftungsbeschränkt) is excluded or limited, this shall also apply to the personal liability of its employees, workers, staff, representatives and vicarious agents.

7.7
Docuply UG (haftungsbeschränkt) expressly assumes no liability for the files uploaded by the Customer and any resulting damage to the Customer or third parties.

7.8
With the exception of claims in tort, claims for damages by the customer for which liability is limited under this clause shall become time-barred one year after the start of the statutory limitation period.

  1. Reservations of Change

8.1
Docuply UG (haftungsbeschränkt) is authorised to update and expand its tools, content and functions at any time in order to ensure their high quality standard on an ongoing basis.

8.2
Docuply UG (haftungsbeschränkt) shall be entitled to exchange or restrict tools, contents and functions appropriately if the exchange or restriction is necessary for Docuply UG (haftungsbeschränkt) and reasonable taking into account the interests of the Customer.

8.3
Docuply UG (haftungsbeschränkt) has the right to amend these General Terms and Conditions at any time or to add provisions for the use of any newly introduced additional services or functions of the Software. The changes and additions to the General Terms and Conditions will be announced to the customer by e-mail to the e-mail address provided by the customer at least four weeks before the planned entry into force. The Customer shall be deemed to have consented to the amendment of the General Terms and Conditions if the Customer does not object to the amendment in text form (e.g. letter, fax, e-mail) within a period of two weeks, beginning on the day following the notification of the amendment. Docuply UG (haftungsbeschränkt) undertakes to point out the possibility of objection, the deadline for objection, the text form requirement and the significance or consequences of failure to object separately in the notification of change.

8.4
Docuply UG (haftungsbeschränkt) reserves the right to change the Software or to offer deviating functionalities, unless changes and deviations are unreasonable for the Customer. If the provision of a modified version of the Software or a change of functionalities of the Software involves a significant change in the Customer’s work processes supported by the Software and/or restrictions in the usability of previously generated data, Docuply UG (haftungsbeschränkt) shall notify the Customer of this in text form at least four weeks before such a change takes effect. If the Customer does not object to the change in text form within a period of two weeks from receipt of the notification of change, the change shall become part of the contract. Docuply UG (haftungsbeschränkt) shall draw the Customer’s attention to the aforementioned deadline and the legal consequences of its expiry in the event of failure to exercise the right of objection whenever changes are announced.

8.5
Docuply UG (haftungsbeschränkt
) further reserves the right to modify the Software or to offer different functionalities (i) to the extent necessary to ensure compliance of the services offered by Docuply UG (haftungsbeschränkt) with the law applicable to such services, in particular if the legal situation changes; (ii) insofar as Docuply UG (haftungsbeschränkt) thereby complies with a court or authority decision addressed to Docuply UG (haftungsbeschränkt); (iii) insofar as this is necessary to eliminate security gaps in the Software; or (iv) insofar as this is predominantly advantageous for the Customer.

8.6
If the Customer objects to a change within the meaning of this Section 7 in due form and time, the contractual relationship shall continue under the previous conditions. In this case, Docuply UG (haftungsbeschränkt) reserves the right to terminate the contractual relationship extraordinarily with a notice period of one month.

8.7
Amendments to these General Terms and Conditions must be made in text form. This also applies to the cancellation of the text form itself.

  1. Support

9.1
The customer has access to e-mail support for all technical and application-related questions. Email support can be started when logged in using the support button within the software. Alternatively, support is available by telephone on +49-621-15028814.

9.2
Support is available from Monday to Friday from 9:00 am to 5:00 pm. National public holidays are excluded.

9.3
Support can also be provided by remote maintenance. If the customer makes use of remote maintenance, he is obliged to close documents containing personal or otherwise confidential data in advance.

  1. Data Protection and Confidentiality

10.1
Docuply UG (haftungsbeschränkt) collects and uses the Customer’s personal data only within the scope of the applicable statutory provisions. The contracting parties shall conclude an agreement to the extent required by the applicable provisions.

10.2
Neither contracting party is authorised to disclose confidential information of the other contracting party to third parties without express consent (at least in text form). All information, whether in writing or transmitted verbally, which (i) is considered confidential or confidential by nature or (ii) which the contractual partner to whom the information is transmitted must already recognise as confidential or confidential due to the external circumstances of the transmission. Confidential information includes, in particular, product descriptions and specifications as well as prices. Both contracting parties undertake to use confidential information only for contractually agreed purposes. Both contracting parties shall take at least the same precautionary measures that they take with regard to their own confidential information. Such precautions must be at least adequate to prevent disclosure to unauthorised third parties. Both contracting parties are also obliged to prevent the unauthorised disclosure or use of confidential information by their customers, employees, subcontractors or legal representatives. The contracting parties shall inform each other in writing if confidential information is misused. Excluded from the above obligation is such information that (i) was already known to the other contractual partner prior to transmission and without an existing confidentiality agreement, (ii) is transmitted by a third party who is not subject to a comparable confidentiality agreement, (iii) is otherwise publicly known, (iv) was developed independently and without using the confidential information, (v) has been approved in writing for publication or (vi) must be transmitted due to a court or official order, provided that the contractual partner affected by the transmission is informed in good time in order to be able to initiate legal defence measures. The obligation of confidentiality shall also apply beyond the term of the contract until twelve months after the effective termination date of the contract.

11 Commencement, Duration and Cancellation of the Contract

11.1
Unless otherwise agreed, the contract begins with the activation of online access to the software.

11.2
The contract runs for an indefinite period. It can be cancelled with three months’ notice to the end of a contract year. Minimum terms and cancellation periods agreed in the contract shall take precedence.

11.3
The right to extraordinary termination for good cause remains unaffected. Docuply UG (haftungsbeschränkt) shall in particular have the right to extraordinary cancellation if the Customer is in default of payment.

11.4
Cancellation must be made in writing.

  1. Final Provisions

12.1
If individual provisions of the General Terms and Conditions have not become part of the contract in whole or in part or are invalid, the remainder of the contract shall remain valid. Insofar as the provisions have not become part of the contract or are invalid, the content of the contract shall be governed by the statutory provisions.

12.2
The contractual relationship between the parties shall be governed exclusively by the laws of the Federal Republic of Germany, expressly excluding the UN Convention on Contracts for the International Sale of Goods. The exclusive place of jurisdiction for all disputes arising from and/or in connection with this contractual relationship between Docuply UG (haftungsbeschränkt) and the Customer shall be, as far as legally permissible, the registered office of Docuply UG (haftungsbeschränkt).

12.3
The languages in which these GTC are available on the website of Docuply UG (haftungsbeschränkt) are available to the Customer for the conclusion of the contract. The German version valid at the time of conclusion of the contract shall be decisive for the conclusion of the contract.