Terms of Service

Last updated: April 8, 2022

Important notice: For your convenience, we have provided a translation of this page in german. The translation is for informational purposes only, and the definitive version of this page is the English version.

 

PLEASE READ THESE TERMS OF SERVICE CAREFULLY.

These Terms of Service (“Terms of Service”) for Software-as-a-Service (the “SaaS”) is a legal agreement between xenthics Solutions GmbH (“xenthics”, “us”, or “we”) and the entity or person in accordance with Section 14 German Civil Code (§ 14 BGB) (“you”, “your”, or “User”) who registered on the Centrldesk account page (by creating a free account, purchasing a subscription, invitation or any other method) to access or use the Centrldesk platform (hereinafter referred to as "Platform" or "Software"; as exemplified under the domain app.centrldesk.com) and other business services that may be offered by xenthics and its affiliates (each, a “Service”). This Agreement as well as our Privacy Policy and Data Processing Agreement (collectively, the “Agreement”) describe the terms and conditions that apply to your use of the Services. In any event xenthics does not require your declaration of acceptance to be received at its premises.

If you do not understand any of the terms of this Agreement, please contact us before using the Services.

You may not access or use any Services unless you agree to abide by all of the terms and conditions in the Agreement.

The latest version of these Terms of Service appear in its entirety on https://centrldesk.com/terms-of-service. The User should keep a copy of the Terms of Service for his records. xenthics reserves the right, in its sole free discretion, to make reasonable amendments to this Agreement from time to time provided that disputes arising hereunder will be resolved in accordance with the Terms of the Agreement in effect at the time the dispute arose. xenthics will inform the User after each amendment in due way and the User should review the published Agreement from time to time to become aware of changes. Material changes to these terms will be effective upon the User’s first use of the Software with actual knowledge of such change. Any use of the Software by the User after the amended Agreement becomes effective constitutes the User’s acceptance of the amended Agreement. If the User does not accept amendments made to this Agreement, then this Agreement will be immediately terminated pursuant to Sec. 11.

1. Provision of Software-as-a-Service

‍xenthics will make the Software available to the User and use commercially reasonable efforts to make the online Software available as Service 24 hours a day, 7 days a week, except for: (a) planned downtime (of which xenthics shall give advance electronic notice), and (b) any unavailability caused by circumstances beyond xenthics’s reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem (other than one involving xenthics’s employees), Internet service provider failure or delay, hosting service provider failure or delay, Non-xenthics Application, User Generated Content or Denial of Service attack.

The Software is neither sold nor licensed.

The User has the right to access and use SaaS subject to the terms of this Agreement and the Documentation (“Documentation” means written information, whether contained in user or technical manuals, training materials, specifications or otherwise, pertaining to the Software and made available by xenthics with the Software via online access.). The User grants xenthics, its Affiliates according to section 15 German Stock Company Act (§ 15 AktG) and applicable contractors a worldwide, limited-term license to host, copy, store, modify, transmit and display his uploaded data information and User Generated Content (documents, messages, logos, images, files and other information), any Non-xenthics Applications and program code created by or for the User using a Service or for use by the User with the Services, as reasonably necessary for xenthics to provide, maintain and improve the Services and the Platform in accordance with this Agreement. Subject to the limited licenses granted herein, xenthics acquires no right, title or interest from the User or his licensors under this Agreement in or to any of the User’s uploaded data information and User Generated Content, Non-xenthics Application or such program code.

We will retain all intellectual property rights in the User Generated Content on the Platform, save for those created by you and our other Users. We grant to you a non-exclusive licence to make, use and share User Generated Content with other Users via the Platform. Any User Generated Content created by you are private, and it is your choice as to whether or not you share these with other Users to use, share and modify. 

2. Cloud storage & security

xenthics will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of the Software and/or Data. Those safeguards will include, but will not be limited to, measures for preventing access, use, modification or disclosure of the Software and/or Data by xenthics personnel except (a) to provide the subscribed services and prevent or address service or technical problems, (b) as compelled by law, or (c) as the User expressly permits in writing. Sec. 7 shall remain unaffected.

3. No licensing

The Software is provided as SaaS and no license is granted to User. In particular, the provision of SaaS does not include any exploitation rights, in particular but not limited any right of reproduction (section 16 UrhG), right of distribution (section 17 UrhG), right of exhibition (section 18 UrhG), right of recitation, performance, and presentation (section 19 UrhG), right of making works available to the public (section 19a UrhG), right of broadcasting (section 20 UrhG) or any right of adaptations and transformations (section 23 UrhG).

4. Reserved rights

The User acknowledges and agrees that the Software is a proprietary product of xenthics, and along with all materials and content displayed or made available and all software, algorithms, code, technology and intellectual property underlying and included in or with the Platform, is protected by copyright and other applicable intellectual property laws and treaty provisions. The User further acknowledges and agrees that the entire right, title and interest in and to the Software including associated intellectual property rights, shall remain with xenthics. xenthics retains all rights not expressly granted to the User in this Terms of Service.

The Software is provided as Software-as-a-Service.

You may choose to, or we may invite you to submit, comments, feedback or ideas, including without limitation about how to improve the Platform or our products ("Feedback"). By submitting any Feedback, you agree that xenthics will own such Feedback, and that we are free to use the Feedback without any additional compensation to you, and/or to disclose the Feedback on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, we do not waive any rights to use similar or related ideas previously known to us, or developed by our employees, or obtained from sources other than you.

5. Purchasing conditions

5.1 Subscription Plans: xenthics's Software is ordered online and provided on a subscription basis in different plans ("Subscription Plan") as described by the price lists available at https://centrldesk.com/pricing ("Pricing Page") and as applicable at the time the subscription is ordered. We may change Subscription Plans by offering new services for additional fees and charges and adding or amending fees and charges for existing Subscription Plans in our sole discretion. Any change to a Subscription Plan’s pricing or payment terms will become effective in the billing cycle following notice of such change to you as provided in these Terms of Service.

5.2 Term: xenthics offers 2 (two) Term options (each such period, a "Subscription Term"): (a) an Annual Subscription with a 12 (twelve) month Term ("Annual Subscription") or (b) a Monthly Subscription with a 1 (one) month Term (“Monthly Subscription”), each with an Automatic Renewal for an additional Subscription Term unless terminated within 1 (one) month to the end of the Term.

5.3 Fee: Depending on the agreed Subscription Plan the User has to pay to xenthics a monthly or annual subscription Fee as specified in Sec. 5 at the beginning of each Subscription Term. Upon completion of the signup process, the User may add and remove other Users to the workspace. On a Free Plan, adding additional Users is free of charge. On a Paid Plan, adding additional Users incurs cost as per the Pricing Page except for Users in a free-of-charge workspace member role ("Free Team User"). Each paid User in a workspace is referred to as a “Paid Seat”. A Paid Seat is assigned to one (1) User with a specific email address. Subscription Plans may set allotments for use of designated Service Aspects. Use of Service Aspects in excess of a Subscription Plan’s designated allotment may result in (additional) Fees, as specified in the Subscription Plan, and such fees will be included in a true-up invoice or charged automatically via the payment method associated with your Account ("Payment Method").

5.4 Increasing number of Paid Seats: The User has the option to increase the number of Paid Seats at any time with immediate effect under the following conditions: Increasing the number of Paid Seats does not affect the term or terminability of the User’s Plan. In case the User increases the number of Paid Seats within a Monthly Subscription, the Fee will be adjusted accordingly on a pro rata basis under consideration of the Subscription Term of the User’s Plan and the User will be charged for the increase of Fee with the Billing of the next Subscription Term. In case the User increases the number of Paid Seats within an Annual Subscription, the Fee will be adjusted accordingly on a pro rata basis under consideration of the Subscription Term of the User’s Plan and the User will be charged for the increase of Fee on the next day.

5.5 Decreasing number of Paid Seats: The User has the option of decreasing the number of Paid Seats at any time with effect to the end of the Subscription Term. Decreasing the number of Paid Seats does not affect the term or terminability of the User’s Plan. The Fee will be reduced for the next Subscription Term, while the Fee for the current Subscription Term needs to be paid in full. 

5.6 Additional Service Aspects: The User will be charged for the Fee of designated Service Aspects as described on the Pricing Page with the Billing of the next Subscription Term within a Monthly Subscription or in case of an Annual Subscription on the next day or the next date a Monthly Subscription Plan would be billed (as described on the Pricing Page).

5.7 Switching Subscription Plans: The User has the option to upgrade from a Free Plan to a Paid Plan, or switch to a more comprehensive Paid Plan at any time with immediate effect concerning the scope of services, remuneration, etc. of the new Plan stated on the Pricing Page under the same conditions concerning the charge of Fee as applied by increasing the number of Paid Seats. The User has the option of switching to a cheaper Plan at any time with effect to the end of the Subscription Term and as specified on the Pricing Page.

5.8 Auto Renewal: The Subscription will be auto renewed for the amount of Paid Seats and additional Service Aspects that the User booked at the end of each Subscription Term.

5.9 Billing and Payment: For any paid Subscription Plan, you agree to make payments, and we may automatically charge your Payment Method, as described, for so long as your Account remains active. If you elect to use a paid Subscription Plan, you agree to the pricing and payment terms specified at checkout, at the Pricing Page, as otherwise posted or communicated to you, as we may update them from time to time. You must provide us with a current, valid, accepted Payment Method. When you initiate a purchase transaction, you authorize us to provide your payment information to third parties so we can complete your transaction and to charge your Payment Method, in the selected currency, for the type of transaction you have selected (plus any applicable taxes and other charges) and any applicable recurring charges as described. You will pay applicable taxes, if any, relating to any such transaction and are also responsible for any payment-related fees such as wire transfer fees, credit card processing fees, and foreign transaction fees. By agreeing to these Terms and electing to purchase a Subscription Plan, you acknowledge that your Subscription Plan has recurring payment features and you accept responsibility for all recurring payment obligations prior to termination of your subscription by you or us. We currently use Stripe as our third party service provider for payment services, and by using our Platform or Services you agree to be bound by Stripe’s Services Agreement, available at https://stripe.com/legal. If your payment is not successfully settled for any reason, you remain responsible for any amounts not remitted to us. All payments for transactions are non-refundable and non-transferable except as expressly provided in the Agreement.

5.10 Late Payments: Any late payments shall be subject to a service charge equal to 1.5% per month of the amount due or the maximum amount allowed by law, whichever is less (plus the costs of collection).

5.11 Features: Depending on the agreed Subscription Plan features are limited as specified in this Sec. 5.

5.12 Free Plan: The User may use the software free of charge limited to the features specified in this Sec. 5 after registration. xenthics reserves the right to remove certain features from the Free Plans at its own discretion.

5.13 Support: Depending on the agreed Subscription Plan xenthics provides certain service levels as specified at the Pricing Page and as applicable at the time the subscription is ordered.

6. Registration and User account

The User acknowledges that registration is required in order for the User to utilize the full benefits of the Software. If the User is not registered as the End User, the User has no right to access the software and the limited warranty in this Terms of Service does not apply.

If there are any changes to the User's relevant information, e.g. billing or email address, the User is obliged to inform xenthics of the new data immediately via changing the settings in the Account, provided this is relevant to the fulfillment of the Agreement.

7. No rental or commercial hosting

‍The Software is provided as SaaS for the User only. The User may only rent, lease, lend, or provide commercial hosting services with the Software upon xenthics’s prior written consent.

8. Data capture and use

The User agrees that xenthics may collect and utilize technical information gathered as part of the Software support services and SaaS provided to the User. Data captured in this form will only be used to improve xenthics Products and/or provide Services to the User and will not be disclosed or disseminated to third parties except in an anonymized form.

9. Backup of data

The setup of a functional hardware and software environment for use of the Software shall be solely in the User’s responsibility. The same shall apply to regular data backup.

Apart from the above, xenthics is entitled to regularly make backups (backup copies) to comply with its legal obligations (including retention periods), secure an optimal running of the Platform or in case xenthics has a legitimate interest in the backup / archiving of contents, for example if a third party has published claims against xenthics or users xenthics is entitled to keep the relevant backup / archived content for such purposes, in general until the legal ending of these proceedings.

10. No automated use

A subscription for the SaaS may not be shared or used concurrently on different Devices, nor to support multiple Users or operational requests as indicated above. As a result, the User may not use the SaaS in an automated, unattended, non-interactive server application or component (including ASP) where: (a) multiple User requests from different Users are queued for processing; or (b) multiple requests from one User are queued for processing but acting against content created or edited by other Users.

11. Termination

If the User breaches the terms and conditions of this Terms of Service, xenthics may terminate this Terms of Service without prejudicing any of its other rights. In such event the User must cease use of the Software with immediate effect. Sections 1, 4, 12, 13, 14, 15, 17 and 18 specifically survive termination.

12. Limited warranty

12.1 State of the art: Unless expressly agreed otherwise, the SaaS provided by xenthics shall be in line with the current state of the art technology and shall conform to all relevant product information and specifications provided by xenthics, including those in the Documentation. xenthics does not warrant that the Software under the Agreement will be fit for purposes beyond the fulfillment of xenthics’ obligations under the Agreement.

12.2 Errors: The User is advised that based on the current state of the art technology program errors cannot be excluded with complete certainty in spite of exercising greatest conscientious care and diligence. The Parties acknowledge that xenthics Products are inherently complex and may not be completely free of errors. The following errors are excluded from xenthics’ warranty: (a) insignificant defects, including but not limited to errors that can be easily corrected and will not show up as a performance defect and (b) defects discovered in any xenthics Product that has been modified, altered, or enhanced by anyone other than xenthics itself.

12.3 Rectificaton: Defects in the Software shall be rectified by xenthics within a reasonable period after notification of the defect. The rectification of defects shall be effected, at xenthics' choice, by way of repair or substitute the Software free of charge. The User's right to reduce the Fee for the time the defect persists remains unaffected. The User is only entitled to an extraordinary termination of the agreement due to the failure to grant use in accordance with the agreement if xenthics has been given sufficient opportunity to rectify the defect and such attempt has failed.

12.4 Limitation: If xenthics has provided the User with the SaaS against no payment whatsoever, defects in the Software shall be rectified by xenthics only in case they were resulting from gross negligent or intentional behavior of xenthics, provided however rectification of a defect in the Software is not otherwise mandatory according to statutory law.

12.5 Failure in rectification: It shall be assumed that the repair or substitution of Software has failed only if xenthics has been given sufficient opportunity to effect a repair or substitution delivery without achieving the desired result or if the repair or substitute delivery was unjustifiably refused by xenthics. If rectification of a defect in the form of repair or subsequent delivery is only possible for xenthics at unreasonable expenses, xenthics may refuse to rectify the defect and refer the User to his right to rescind or terminate the Agreement.

12.6 Source Code: In no event shall the User be entitled to demand the source code for the Software in regard to any defects.

13. High risk activities

The Software is not fault tolerant and is not designed, manufactured, or intended for use or resale as control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, or communication systems, air traffic control, direct life support machines, or weapons systems, in which the failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage (the "High Risk Activities"). Accordingly, xenthics and its suppliers specifically disclaim any express or implied warranty of fitness for High Risk Activities.

14. Limitation of liability

Notwithstanding the legal nature of the relevant claim, the following shall apply to the User’s damage claims and claims for expenses incurred in vain:

14.. Limitations of liability: xenthics shall be liable for any of the User’s damages resulting from gross negligent or intentional behavior of xenthics, which are due to culpable injury to life, body, and health, which arise due to the assumption of a guarantee or according to the Product Liability Act. In all other cases xenthics’ liability for damages is limited to the infringement of material obligations of the agreement. Material obligations are only such obligations which fulfillments allow the proper execution of the agreement in the first place and where the User may rely on the compliance with these obligations. xenthics’ liability for the loss of data is limited to the typical expenditures required for the restoration thereof, which are normal and typical if security copies have been made. Reference is made to the User’s obligation for regular data backups according to Sec. 9 of this Terms of Service. Liability for the functionality of the software provided by xenthics is limited to the amount of the agreed remuneration.

14.2 Foreseeable damages: xenthics’ liability in case of negligent infringement of material obligations of the agreement by xenthics shall be limited to foreseeable damages which are typical for this type of contract.

14.3 Indirect damages or lost profits: Liability for indirect damages or lost profits is excluded.

14.4 Exclusion: A strict liability of xenthics for defects existing at the time of entering into this Terms of Service pursuant to section 536a para. 1, alternative 1 German Civil Code (BGB) is hereby expressly excluded.

14.5 Statute of limitation: All claims against xenthics for damages shall be statute barred 6 months after delivery, in case the User is an Entrepreneur. This shall not apply to any claims in tort.

14.6 Further statute of limitation: Claims for damages, insofar as they are not in connection with a defect, shall become statute-barred within one year from the end of the year in which the claim arose and the customer became aware of the circumstances giving rise to the claim or should have become aware without gross negligence.

14.7 Further limitation: If xenthics has provided the User with the SaaS against no payment whatsoever, xenthics’s liability is further limited by section 599 BGB to damages resulting from gross negligent or intentional behavior of xenthics.

14.8 Excluded liability: xenthics has no liability for any loss, damage, or misappropriation of data information provided by the User under any circumstances or for any consequences related to changes, restrictions, suspensions, or termination of the Services or the Agreement or caused by User Generated Content.

14.9 Representatives: The foregoing limitations of liability also apply with regard to all xenthics’ representatives, including but not limited to its directors, legal representatives, employees, and other vicarious agents (the "Representatives").

15. Restrictions in use

15.1 Unauthorized access: The User will use commercially reasonable efforts to prevent unauthorized access to or use of Services and Data, and notify xenthics promptly of any such unauthorized access or use and use Services and Data only in accordance with this Agreement, Documentation and applicable laws and government regulations.

15.2 Restrictions in use: The User will not (a) make any Service or Data available to, or use any Service or Data for the benefit of, anyone other than the User or Users, unless expressly stated otherwise, (b) sell, resell, license, sublicense, distribute, make available, rent or lease any Service or Data, or include any Service or Content in a service bureau or outsourcing offering, (c) use a Service to capture and store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) interfere with or disrupt the integrity or performance of any Service or third-party data contained therein, (e) attempt to gain unauthorized access to any Service or Data or its related systems or networks, (f) permit direct or indirect access to or use of any Service or Data in a way that circumvents a contractual usage limit, or use any of xenthics Services to access or use any of xenthics’ intellectual property except as permitted under this Agreement, (g) copy a Service or any part, feature, function or user interface thereof, (h) copy Data except as permitted herein, (i) frame or mirror any part of any Service or Data, other than framing on the User’s own intranets or otherwise for the User’s own internal business purposes, (j) access any Service or Data in order to build a competitive product or service or (k) reverse engineer any Service (to the extent such restriction is permitted by law). Any use of the Services in breach of this Agreement, by the User or Users that in xenthics’ judgment threatens the security, integrity or availability of xenthics Services, may result in xenthics’ immediate suspension of the Services, notwithstanding that xenthics will use commercially reasonable efforts to provide the User with notice and an opportunity to remedy such violation or threat prior to such suspension.

15.3 Reasonable Use: xenthics provides a platform for creating business solutions. xenthics anticipates that User will use the services in a reasonable manner given the business purpose. As such, xenthics may limit, suspend or terminate access if an End User’s use exceeds reasonable standards, and may monitor usage based on (a) flow runs, (b) Application Programming Interfaces, (c) excessive data operations, (d) file activities or (e) other usage patterns indicative of an attempt to evade enforcement of Reasonable Use xenthics may determine that abnormal, unreasonable or impermissible usage is occurring based on industry standards and patterns of usage of the Services, and may take appropriate steps, including suspension or termination of service. xenthics may first contact the Customer and discuss appropriate usage and suitable plans to support valid use of the Services.

15.4 Indemnification obligation: The User indemnifies and holds xenthics harmless from all claims by third parties (in particular from claims arising out of breach of copyright, competition, trademark or data protection law) that are asserted against xenthics in connection with the User’s use of the Software insofar as such claims do not result from wilful or grossly negligent behaviour of xenthics or its Representatives. This indemnification obligation comprises the reimbursement for appropriate costs that xenthics incurred in the course of asserting or defending its legal rights in this context.

16. Integration of 3rd party accounts

Third party accounts: Certain features of the SaaS allow User to integrate his account with third party services (the “Third Party Accounts”) via Application Programming Interface (the “API”) provided by such third party. By enabling those features, User grants to xenthics access to data stored in Third Party Accounts provided via API and certain rights to use functions of Third Party Accounts provided via API as far as agreed upon while activating integration of a Third Party Account to enable xenthics to identify relevant data to be stored within the SaaS or to execute certain communications with Data of the User. The User is expressly advised by xenthics of and understands and accepts potential risks of an integration of third party accounts with respect to privacy and data security.

17. Dispute resolution and governing law

17.1 Dispute resolution: xenthics wants to address the User’s concerns without needing a formal legal case. Before filing a claim against xenthics, the User agrees to try to resolve the dispute informally by contacting info@centrldesk.com. xenthics will try to resolve the dispute informally by contacting the User via email. If a dispute is not resolved within 15 working days of submission, the User or xenthics may bring a formal proceeding.

17.2 Applicable law, jurisdiction: Unless expressly prohibited by local law, the Agreement and warranties are controlled by and construed under the laws of Germany, notwithstanding any conflicts of law provisions and to the exclusion of international agreements. The German courts in Munich shall have exclusive jurisdiction over any claim arising under the Agreement or warranties. The UN Convention on Contracts for the International Sale of Goods ("CISG") shall be explicitly excluded.

18. Severability

‍The provisions of this Terms of Service shall be deemed to be separable and the invalidity of any provision hereof shall not affect the validity of the remainder of this Agreement.

 

Questions?

Please contact us on info@centrldesk.com if you should have any questions.