Terms and Conditions
§ 1 General
(1) Docuply UG (limited liability) provides web-based cloud software for document management and collaboration for pharmaceutical and biotech companies on the docuply.io website (hereinafter: Docuply) (hereinafter: Software).
(2) The following General Terms and Conditions (hereinafter: GTC) apply to all contracts of use (hereinafter referred to as “contracts”) concluded between Docuply UG (limited liability) and customers who are not consumers within the meaning of Section 13 of the German Civil Code (BGB) or other corresponding relevant statutory provisions via the “Docuply” platform.
(3) Deviating GTC of the Customer shall not apply to contracts unless Docuply UG (limited liability) expressly agrees to their application in writing.
§ 2 Conclusion of contract between the Customer and Docuply UG (limited liability)
(1) The subject matter of the contract results from these General Terms and Conditions as well as from the provisions made in the respective service descriptions and price lists.
(2) The offer made available on Docuply to use the web-based software designated and described there does not constitute a binding offer by Docuply UG (limited liability).
(3) The use of the software of Docuply UG (limited liability) requires the creation of a customer account (hereinafter: account). For the creation of the Account, the required data must be entered and a password must be set. By confirming the creation of the Account, the Customer initially makes a binding offer to conclude a contract for the use of the software for which a charge is made. Docuply UG (limited liability) can accept this offer by setting up and granting access to the account or by sending a message to the specified e-mail address with the access data for the set-up account. The contract is concluded upon receipt of the order confirmation, at the latest upon provision of the service by Docuply.
(4) The customer shall receive a simple, non-exclusive and spatially unrestricted right to use the software in the status agreed at the time of conclusion of the contract. The right of use is limited in time to the duration of the contract and also includes the use of new available versions.
§ 3 Trial period; transition to a contract for consideration
(1) Docuply gives certain Customers the opportunity to use the services within the meaning of § 2 free of charge for a period of 14 days for test purposes. The right of use of a trial period exclusively includes the testing of Docuply in a test environment.
(2) For the use of a trial period, a regular contract within the meaning of § 2 is concluded between the parties, which can be terminated in writing by the customer within 14 days after conclusion by means of a special right of termination. If this termination does not occur within these 14 days after conclusion of the contract, the trial period shall automatically be converted into a regular contractual relationship subject to a fee in accordance with § 2.
(3) Each customer is only entitled to one trial period. However, upon request to Docuply UG (limited liability), the trial period can be extended. Whether the trial period is extended is solely at the discretion of Docuply UG (limited liability). If the contract is not terminated, the trial period will be converted into a regular contract offer.
§ 4 Docuply services
Docuply offers the following services:
(1) Docuply UG (limited liability) provides 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 (limited liability) on the basis of a separate offer.
(2) The Docuply software provides services that enable document management for pharmaceutical and biotech companies and allows collaboration with third parties. Documents are encrypted using 256-bit AES mechanisms and stored on European servers.
(3) With regard to the availability of the software Docuply UG (limited liability) guarantees an accessibility of the software from the server infrastructure of the data centre to the transfer point into the public or the agreed data network of 99.95% on an annual average for each calendar year. Excluded from this are times 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 (limited liability) (e.g. force majeure, natural disasters, strikes, industrial disputes, fault of third parties etc.). Docuply UG (limited liability) can 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 the server infrastructure, especially in the period between 21:00 and 07:00.
(4) The data stored by the customer in the release area set up for him on the storage system of the server infrastructure of the data centre shall be backed up in file form daily between 23:00 and 05:00 at the times and conditions of the data centre. The data shall remain stored for a period of seven days after the data backup. Upon expiry 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.
(5) Docuply has no rights to the Customer Content, even in anonymised form, the Customer is the sole owner of the Customer Content and all rights to the Customer Content as between the parties.
§ 5 Cooperation of the Client
(1) The following cooperation services are primary obligations of the customer and are not to be classified solely as secondary obligations or duties.
(2) The customer is obliged to provide a qualified contact person together with a deputy who is entitled to make or immediately bring about all necessary decisions which are required for the provision of the contractually agreed service. The customer is obliged to notify changes in the contact person (including deputy) without delay.
(3) The Customer is exclusively responsible for the contents and data processed with the software. The Customer hereby undertakes to use the software of Docuply UG (limited liability) 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 (limited liability) immediately, if possible in writing, about: (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 context of the provision of the contractually agreed service; (iii) a risk or suspicion of a risk to the service provided by Docuply UG (limited liability), e.g. through loss of access data or hacker attack.
(4) The Customer is obliged to ensure the technical requirements for the use of Docuply itself. In particular, he is obliged to maintain an up-to-date version of an anti-virus program on all end devices that use Docuply and to prove this operation in case of doubt.
(5) The connection to the internet with sufficient bandwidth and latency is the responsibility of the customer.
(7) The Customer is responsible for taking state-of-the-art IT security measures within its own organisation and for its employees. These include, but are not limited to, the installation and regular updating of common antivirus software on the laptops, computers or other mobile end 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 end devices of the employees or the use of corresponding mechanisms such as automatic inactivity blocking, firewall, etc., as the case may be.
(8) The Customer is furthermore obliged to ensure the confidentiality of the identification and authentication data assigned to its users, i.e. also, for example, the organisational and, if applicable, technical prohibition of the disclosure of passwords and the prohibition of the use of so-called “shared accounts”. The prohibition of the use of “shared accounts” extends to the Docuply account as well as to the devices used, such as laptops, computers or other mobile end devices.
(9) In addition, the customer shall ensure the security of the Internet connection used, which means in particular also the use of company-owned instead of public Virtual Private Networks (VPN) as well as ensuring the use of VPN connections in public networks.
(10) The Customer is responsible for the technical set-up and administration of the account. This applies irrespective of whether Docuply UG (limited liability) supports the Customer in setting up the Account, in whatever form. This includes in particular: (i) the technical set-up 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.
(11) The Customer is obliged to inform Docuply UG (limited liability) immediately in text form about occurring service disruptions (defects of the services, lack of availability) and to provide comprehensible information about occurring service disruptions. The Customer shall support Docuply UG (limited liability) to a reasonable extent in the identification and elimination of errors in the event of service disruptions. Docuply UG (limited liability) is entitled to show the Customer temporary error avoidance possibilities and to eliminate the actual cause later by adapting the Docuply software, provided this is reasonable for the Customer.
§ 6 Granting of rights
(1) Docuply UG (limited liability) grants the Customer a non-exclusive, simple, non-transferable licence, limited in time to the term of the contract, to use the booked software.
(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 use contents retrieved or downloaded from Docuply only for his own use within the scope of his commercial, independent or scientific activity.
(3) In the event of misuse of the software by the Customer or by a third party to whom the Customer has made use possible, the rights of use shall lapse.
(5) The Customer is not permitted to allow unauthorised persons and third parties online access and use of the software.
(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 (limited liability) or has not been paid in due time. Furthermore, Docuply UG (limited liability) 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.
§ 7 Limitation of liability
(1) Docuply UG (limited liability) 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 was entitled to rely (hereinafter: cardinal obligation), liability shall be limited to foreseeable damage typical for the contract.
(2) Docuply UG (limited liability) is not liable for slightly negligent breaches of secondary obligations that are not cardinal obligations. Should damage occur due to the uploading and subsequent downloading of defective files, Docuply UG is always exempted from liability; Docuply does not exert any influence on the individual files, but only hosts them. Therefore, the rebuttable presumption always applies that the possible damage to a file or the functionality of Docuply with regard to this very file was also caused by the defective file of the customer. Reference is made to § 5 No. 5. and the contract for order processing.
(3) Docuply UG (limited liability) shall only be liable for cases of initial impossibility if it was aware of the impediment to performance or the lack of knowledge is due to gross negligence, provided that no cardinal obligation is affected thereby.
(4) The above exclusions of liability shall not apply in the event of fraudulent concealment of defects or in the event of the assumption of a guarantee or a procurement risk, for liability for claims based on the Product Liability Act and for physical injury (life, body, health). This does not imply a change in the burden of proof to the detriment of the customer.
(5) Insofar as the liability of Docuply UG (limited liability) is excluded or limited, this shall also apply to the personal liability of its employees, workers, staff, representatives and vicarious agents.
(6) With the exception of claims arising from tort, claims for damages by the customer for which liability is limited under this clause shall become statute-barred after one year calculated from the statutory commencement of the limitation period.
§ 8 Reservations of right to amend
(1) Docuply UG (limited liability) is entitled to update and expand its tools, content and functions at any time in order to ensure their high quality standard on an ongoing basis.
(2) Docuply UG (limited liability) is entitled to reasonably exchange or restrict tools, contents and functions if the exchange or restriction is necessary for Docuply UG (limited liability) and reasonable taking into account the interests of the Customer.
(3) Docuply UG (limited liability) has the right to amend these General Terms and Conditions at any time or to add regulations for the use of any newly introduced additional services or functions of the software. The changes and amendments to the General Terms and Conditions will be announced to the Client by e-mail to the e-mail address provided by the Client at least four weeks before they are scheduled to come into effect. The Customer’s consent to the amendment of the General Terms and Conditions shall be deemed granted 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 with the day following the amendment announcement. Docuply UG (limited liability) undertakes to point out separately in the notice of change the possibility of objection, the deadline for objection, the text form requirement and the significance or consequences of failure to object.
(4) Docuply UG (limited liability) 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 modification of functionalities of the software is accompanied by a significant change in the work processes of the Customer supported by the software and/or restrictions in the usability of previously generated data, Docuply UG (limited liability) shall announce this to the Customer 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 change notification, the change shall become part of the contract. Docuply UG (limited liability) 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 option to object whenever changes are announced.
(5) Docuply UG (limited liability) also reserves the right to change the software or to offer different functionalities (i) insofar as this is necessary to bring the services offered by Docuply UG (limited liability) into compliance with the law applicable to these services, in particular if the legal situation changes; (ii) as far as Docuply UG (limited liability) thereby complies with a court or authority decision addressed to Docuply UG (limited liability); (iii) as far as this is necessary to eliminate security gaps in the software; or (iv) as far as this is predominantly advantageous for the Customer.
(6) If the Customer objects to a change within the meaning of this clause 8 in due form and time, the contractual relationship shall continue under the previous conditions. In this case Docuply UG (limited liability) reserves the right to terminate the contractual relationship extraordinarily with a notice period of one month.
(7) Amendments to these General Terms and Conditions must be made in text form. This also applies to the waiver of the text form itself.
§ 9 Support
(1) Support via e-mail is available to the customer for all technical and application-related questions. The e-mail support can be started in the logged-in state with the help of the support button within the software. Alternatively, support is available via telephone at +49-621-15028814.
(2) Support is available from Monday – Friday from 9:00 am to 5:00 pm. National holidays are excluded.
(3) Support can also be provided by remote maintenance. If the customer makes use of remote maintenance, he is required to close documents containing personal or otherwise confidential data in advance.
§ 10 Data protection and confidentiality
(1) Docuply UG (limited liability) collects and uses the Customer’s personal data only within the scope of the respective applicable legal provisions. For this purpose, the contractual partners shall conclude an agreement on commissioned processing to the extent required by the respective applicable provisions.
(2) Neither of the contractual partners is entitled to transmit confidential information of the other contractual partner to third parties without express consent (at least in text form). All information, whether fixed in writing or transmitted orally, which (i) by its nature is considered confidential or in need of secrecy or (ii) which the contractual partner to whom the information is transmitted must already recognise as confidential or in need of secrecy 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 those precautionary measures which they also take with regard to their own confidential information. Such precautions must at least be adequate to prevent disclosure to unauthorised third parties. Both contractual partners are furthermore 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 there is any misuse of confidential information. Excluded from the foregoing obligation is such information that (i) was already known to the other contracting party prior to transmission and without an existing confidentiality agreement, (ii) is transmitted by a third party that is not subject to a comparable confidentiality agreement, (iii) is otherwise publicly known, (iv) were developed independently and without use of the Confidential Information, (v) have been released for publication in writing, 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 still be able to initiate legal protection measures. The obligation of confidentiality shall also apply beyond the duration of the contract until twelve months after the effective termination date of the contract.
§ 11 Commencement, duration and termination of the contract
(1) Unless otherwise agreed, the contract begins with the activation of online access to the software. The remuneration to be paid results from the contractual conditions.
(2) The contract shall run for an indefinite period. It may be terminated with three months’ notice to the end of a contractual year. Minimum terms and periods of notice agreed in the contract shall have priority.
(3) The right to extraordinary termination for good cause remains unaffected. Docuply UG (limited liability) has in particular a right to extraordinary termination if the Customer is in default with the payment of the remuneration.
(4) Notice of termination must be given in writing.
§ 12 Cancellation policy for contracts for the supply of digital content
You have the right to withdraw from this contract within fourteen days without giving any reason. The withdrawal period is fourteen days from the day of the conclusion of the contract. To exercise your right of withdrawal, you must inform us, Docuply UG (limited liability) by means of a clear declaration (e.g. a letter sent by post, fax or e-mail) of your decision to withdraw from this contract. In order to comply with the revocation period, it is sufficient that you send the notification of the exercise of the right of revocation before the expiry of the revocation period.
§ 13 Force majeure
(1) Docuply UG shall not be liable for events of force majeure which make it significantly more difficult for Docuply UG to provide the contractual service, or which temporarily hinder the proper performance of the contract or make it impossible. Force majeure shall be deemed to be all circumstances independent of the will and influence of the contracting parties, such as natural disasters, government measures, decisions by authorities, blockades, war and other military conflicts, mobilisation, civil unrest, terrorist attacks, strikes, lockouts and other industrial unrest, confiscation, embargoes, epidemics, pandemics or other circumstances that are unforeseeable, serious and beyond the control of the contracting parties and occur after the conclusion of this contract.
(2) Insofar as one of the contracting parties is prevented from fulfilling its contractual obligations due to force majeure, this shall not be deemed to be a breach of contract and the deadlines set in the contract or due to the contract shall be extended appropriately in accordance with the duration of the hindrance. The same shall apply insofar as Docuply UG is dependent on the advance performance of third parties and this is delayed due to force majeure.
(3) Each Party shall do everything in its power that is necessary and reasonable to mitigate the extent of the consequences caused by the force majeure. The Party affected by the Force Majeure shall promptly notify the other Party in writing of the beginning and end of the impediment in each case.
(4) If an event of force majeure lasts longer than 30 days, either party may terminate this agreement without any liability or costs if the respective party cannot reasonably be expected to adhere to the contract. However, costs already incurred or services already rendered shall be paid by the party placing the order.
§ 14 Final provisions
(1) If individual provisions of the General Terms and Conditions have not become part of the contract in whole or in part or are ineffective, the remainder of the contract shall remain effective. Insofar as the provisions have not become an integral part of the contract or are invalid, the content of the contract shall be governed by the statutory provisions.
(2) The contractual relationship existing between the contractual partners shall be governed exclusively by the law of the Federal Republic of Germany with the express exclusion of 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 (limited liability) and the Customer is, as far as legally permissible, the registered office of Docuply UG (limited liability).
(3) The languages in which these GTC are available on the Docuply UG (limited liability) website are available to the Customer for the conclusion of the contract. The German version valid at the time of the conclusion of the contract shall be decisive for the conclusion of the contract.
(4) The Customer may only transfer the rights and obligations under this contract to a third party with the prior written consent of Docuply UG.