1. These Terms of Service (“ToS”) apply to the services provided by Daizy NM Ltd, an Irish private limited company incorporated in Ireland (“Daizy” or “we/us/our”), to its customers under the relevant orders. The software product and platform is branded “Next Matter” (the “Platform”). References in these ToS to the “Platform” mean the Next Matter Platform. Â
2. The Services are offered only to business customers acting in the course of their trade, business, craft or profession. Individuals acting as consumers for purposes of applicable consumer protection laws may not become customers under these ToS. The Software as a Service (SaaS) services include provision of the applicable version of the Platform depending on the plan selected. Part 3 of these ToS applies to consulting, training and customer-specific development services and any other professional services.
3. The specific Services to be provided by Daizy shall be requested by the customer through appropriate orders (see Sections 2 and 3).
3.1. The ToS shall apply also to any subsequent extension of Services already ordered and to any subsequent extension of the extent of their use.
3.2. Any and all obligations of Daizy under this Agreement shall apply only with respect to the Services ordered and their functionalities.
4. Any deviating or supplementary terms and conditions of business of the customer shall apply only if expressly accepted in writing by Daizy. The provision of any service by Daizy without oral or written reservation shall not be deemed acknowledgement of the customer’s terms and conditions of business or any deviating or supplementary terms or conditions.
1. The contract (hereinafter referred to as the "Agreement") shall be concluded upon the customer's order based on Daizy’s order form and receipt by the customer of Daizy’s corresponding order confirmation by email, but no later than upon Daizy's performance of the services.
2. Should the customer extend the Agreement by ordering additional services or any extension of a service (e.g., plan upgrades, additional users), the date of conclusion of the Agreement shall be the date of the initial order.
1. The amount of the service fees and the billing period are determined from the respective order.
2. The service fee shall be payable in advance at the start of the billing period upon issuing of the relevant invoice by Daizy. Additional fees caused by surpassing the plan or the Agreement limitations will be invoiced with the next due service fee. The invoice shall be paid within ten days of its due date. The customer shall be in default automatically upon expiry of the time allowed for payment, without the need for Daizy issuing a reminder or other notice.
3. Where the Agreement for a pay-for online service commences during the billing period, the service fee shall be calculated pro rata temporis. To calculate such proportional service fees, one-thirtieth of the monthly service fee shall be charged for each day of a monthly service fee.
4. Daizy may adjust the amount of the service fee at the end of the billing period by giving three months’ written notice. In such a case, the termination right in Section 19.4. of these ToS shall apply.
5. All prices are free-of-expense net cash prices and exclusive of the statutory value added tax applicable at the time of service provision and any other taxes and customs duties payable for Services.
6. Payments shall be made using the method of payment selected upon registration. In the case of payments based on invoices, the customer shall make payment to the account specified in the invoice in such a way that bank charges will be borne by the customer and Daizy will have received the money at the latest on expiry of the time allowed for payment. In the case of other methods of payment (e.g. credit card, direct debiting), Daizy shall initiate the payment when it is due.
7. In the event of customer default or failure to timely pay all amounts when due, Daizy shall be entitled to charge interest at a rate of 4% per annum above the Bank of England base rate applicable at the time from the date when the amount was due until payment in full in good funds is made to Daizy, subject to the right of Daizy to claim further damages. In the event of default of payment or other reasonable doubt about the customer’s ability to pay or creditworthiness, Daizy shall, notwithstanding other rights, be entitled to demand collateral and advance payment for outstanding services and to immediately claim all receivables from the business relationship.
8. If the customer is in default of timely payment in full in good funds when due of more than one invoice or substantial parts thereof, Daizy shall have the right to revoke the granting of rights and to prevent access for use of the Platform and the Services. In any case of doubt, neither such revocation nor the prevention of access shall represent termination or withdrawal from the Agreement. Access shall be enabled again as soon as the customer has fully paid all amounts due in arrears in good funds.
9. The customer may retain or set off with any claim only if it is undisputed or has been mutually agreed in writing. Moreover, the customer may claim any right of retention only to the extent it is based on the same contractual relationship as Daizy’s claims.
1. Daizy warrants that the Services provided by it, to its knowledge, are free from third-party intellectual property rights that exclude or restrict their use by the customer in accordance with the Agreement.
2. Should any infringement of intellectual property rights pursuant to paragraph 1. above be asserted during the Agreement and should the use of the Services in accordance with the Agreement be impaired or prohibited, Daizy shall be obliged to either adjust or replace the Services in such a way that they no longer infringe the intellectual property rights but still comply with the contractual provisions or to obtain the right to enable use of the Services without restriction and without additional costs in accordance with the Agreement, at Daizy’s option.
3. The customer shall be obliged to forthwith inform Daizy in writing if any claims are raised against it based on an infringement of intellectual property rights and to cooperate and assist Daizy in the dispute with the third party.
4. Daizy shall in particular have the sole right, and be obliged to the extent this is legally permissible, to conduct and settle all legal disputes that arise from such claims at its own expense. Daizy shall indemnify the customer from and against any and all costs and claims that are raised against the customer in the context of a third-party claiming infringement of intellectual property rights by the Services.
5. The customer cannot claim further damages if Daizy was not aware of the intellectual property rights.
1. Nothing in this Agreement shall limit or exclude either party’s liability for death or personal injury caused by its negligence, for fraud or fraudulent misrepresentation, or for any other liability which cannot be excluded or limited as a matter of applicable law.
2. Subject to Section 5.1 above, Daizy shall not be liable for any defects that existed at the time the relevant order was placed unless such defects arose from Daizy’s willful misconduct or gross negligence.
3. The following shall apply in the case of Services provided in return for payment not covered by the cases of Section 5.1 above:
3.1. Daizy shall be liable for insured risks, in particular those covered by the business liability insurance of Daizy, up to an aggregate amount of EUR 500,000.00.
3.2. For claims not covered by Section 3.1, Daizy’s total aggregate liability arising out of or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall be limited to an amount equal to the average service fees paid by the customer in the six (6) months preceding the event giving rise to the claim.
3.3. Except in the case of a breach of a material contractual obligation, Daizy shall not be liable for any loss or damage. A material contractual obligation is an obligation the performance of which is essential to the proper performance of the Services under the Agreement and on which the customer is entitled to rely.
3.4. Notwithstanding anything in this Section 3 to the contrary, Daizy shall not be liable for any indirect, incidental, special or consequential loss, including, without limitation, loss of profit, loss of revenue, loss of business or loss of data.
1. Any claim arising out of or in connection with this Agreement must be brought within twelve (12) months from the date on which the claiming party became aware, or ought reasonably to have become aware, of circumstances giving rise to the claim.
1. Force majeure events (meaning circumstances and events that cannot be prevented by using due diligence in business management) shall suspend the contracting parties’ contractual obligations for the duration of the disturbance and to the extent of its effects. Should the restrictions resulting from such events be effective for more than 14 days, either contracting party shall be entitled to terminate the Agreement with respect to the Daizy Service affected without observing any further deadline. In such event no further claims or remedy shall arise or be permitted to be asserted in respect of force majeure events, provided that such termination shall not extinguish or relieve either party’s payment obligations incurred or arising prior to such termination.
2. The consequences of any protest, picketing, strike or other industrial action at Daizy or a third party for which Daizy is not responsible shall likewise be a force majeure event if they have an impact on the performance of Daizy.
1. Both contracting parties shall be obliged to treat as strictly confidential any and all information about secret knowledge or internal company matters of the other contracting party obtained before or after conclusion of the Agreement. This shall apply in particular to all information about the Services that is not publicly available and to the customer’s data processed in the context of the Services.
2. Both contracting parties shall in writing bind to secrecy, to the extent mentioned, their employees (including temporarily employed persons, student apprentices and the like) and any subcontractors, representatives or other agents possibly engaged for the performance of the Agreement and provide to the other contracting party the relevant declarations of obligation. The obligations of secrecy set forth in this Section 8 shall continue in effect without limitation also after the end of this Agreement.
3. Customer agrees that Daizy may refer to the customer’s name and trademarks in Daizy marketing materials, case studies and website. However, Daizy will not use material, that is explicitly covered in a mutually agreed non-disclosure agreement (“NDA”) between the customer and Daizy. As such, any NDA has precedence over this clause.  Â
1. Except where these ToS expressly grant Daizy a unilateral right of amendment or adjustment, any amendment or supplement to this Agreement shall be valid only if in writing (including by email) and signed or acknowledged in writing (including by email) by both parties. Any waiver of this requirement shall also be in writing and signed or acknowledged in writing (including by email) by both parties. Any amendment or supplement in the context of the contractually agreed amendment or adjustment rights may also be communicated via the Platform and shall take effect as soon as the customer has been made aware of the amendment or supplement when it accesses the Platform again and had the opportunity to take note of and print out the amendment or supplement.
2. Should any individual provision of the Agreement or these ToS be invalid, this shall not affect the validity of the remaining provisions. In such a case, the contracting parties shall be obliged to replace such invalid provision with a valid provision coming as close as possible to the economic purpose of the invalid provision.
3. This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement shall be governed by and construed in accordance with the laws of England and Wales, without regard to its conflict of law provisions. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply.
4. Any dispute or claim arising out of or in connection with this Agreement shall be exclusively referred to and finally resolved by arbitration under the Rules of the London Court of International Arbitration (LCIA), which Rules are deemed incorporated by reference. The seat of arbitration shall be London, England. The language of the arbitration shall be English.
1. “Services” means the provision of software applications, including associated offline components and any associated file templates and documentation, on a system platform made available or used by Daizy.
2. “Platform” means the totality of the hardware and software (system platform) that is kept available by Daizy, directly or indirectly, to provide the Services. Any hardware and/or software for communicating with the Platform or a third party, such as browser or virtualisation software, shall not be part of the Platform, even if kept available by Daizy.
3. “Availability” means the technical usability of the Platform at the transfer point for use by the customer, as more specifically defined in Section 13.
4. “Fault” means an objectively, materially detrimental deviation of the functionality of a Daizy Service from the functionality specification described in the application documentation or, where a functionality specification is not described, from the functionality specification of a Daizy Service that can usually be expected.
1. The subject-matter of the Agreement shall be the provision of the Services specified in the order, placed by the customer on servers located at places which Daizy may determine in its sole discretion, for use by the customer for its own business purposes via the internet, using browser software, a mobile app or any other means agreed to in the Agreement.
2. The specifications of the functions shall be as defined in the online documentation which is available as part of the Platform, and may be revised from time to time by Daizy.
3. The service fee covers the quantity of runs and workflows included in the ordered package. Runs and workflows exceeding the included quantity will be charged additionally.
1. Daizy shall provide the hardware, including system software and electronic data processing technical infrastructure, that is necessary for providing the Services and shall provide the technical operation of the Platform. Daizy reserves the right to change the service provider that hosts the Services and/or to have the solution hosted at third-party data centres.
1.1. External access to the Platform at the connection point (e.g., the hardware and software equipment of the customer’s clients and the provision of appropriate access to the internet) shall be the customer’s responsibility. The transfer point for the Services and application data shall be the connection point of the Platform with the public telecommunications network (outbound port of the outbound router of the Platform).
2. During the term of an individual Agreement, Daizy shall keep storage space available on the EDP technical infrastructure (in particular in the database and the file system) for the data generated by the customer and for the data necessary for using the Platform.
2.1. Any additional storage space used shall be charged for at the prices defined in the individual Agreement, if defined there, or according to the Daizy price list valid at the time of ordering. When the individual Agreement ends, Daizy shall keep the customer’s application data stored on the Platform available for one further month in order for the customer to download it. If the customer accordingly instructs Daizy, Daizy shall transfer the application data to the customer through a suitable medium within that time period. Upon expiry of the one-month time limit, the customer’s application data will be irretrievably deleted from the Platform.
2.2. Daizy shall carry out a daily backup of the database and the file system on a weekly rolling basis. The customer shall be responsible for complying with any legal retention periods. Should it be necessary to reimport data from the backup copies into the production system due to a loss of data for which Daizy is not responsible, Daizy shall charge the customer in addition for the expenditure caused by this according to the Daizy price list valid at that time.
1. For the Services selected under an individual order, Daizy shall provide a minimum Availability of 99%. This target value shall always refer to one full calendar year. This indicator shall be determined by multiplying the achieved Availability in minutes by 100 and dividing the result by the achievable Availability in minutes, with
(a) the achieved Availability in minutes being the value of the defined Availability time in minutes (total time) less both the total of the downtimes within the defined Availability time in minutes and the total of the planned or excluded non-availability in minutes;
(b) the achievable Availability in minutes being the value of the defined Availability time in minutes (total time) less the total of the planned or excluded non-availability in minutes.
The result shall be commercially rounded to the first decimal place.
In this provision, (a) “indicator” shall mean the Availability, expressed in percentage points, and (b) the “total of the planned or excluded non-availability” shall refer to the total in minutes of the following values:
â—Ź All downtimes of less than 15 minutes.
â—Ź Scheduled maintenance work, provided that Daizy shall announce such work to the customer at least 8 hours in advance via the Platform. Daizy shall ordinarily strive to carry out scheduled maintenance work during weekends, from 6am CET on Saturdays to 4am CET on Mondays, where this can reasonably be done; provided, advance notice will not occur if Daizy has a reasonable belief that maintenance or other work is needed to preserve the integrity, security, stability or continued functioning of the Platform.
â—Ź Any non-availability caused by force majeure or other circumstances beyond the control of Daizy. This shall include, without limitation, natural disasters, inundation, fire, earthquakes, terrorist attacks, social unrest, strikes or other industrial action, action taken by the government, disturbance or unavailability of the internet, denial of service attacks and other attacks by third parties on the infrastructure of the Platform.
1.1. The contractually agreed Availability target shall be deemed to have been achieved if Daizy has achieved the defined threshold value within the measuring period. The measuring period shall always be one full calendar year. Should the customer order the online service during a calendar year, the Availability for the service provision period already expired shall be 100%.
2. Daizy may adjust the Availability target by giving three months’ written advance notice to the customer. In such a case, the termination right in Section 19.4. of this Agreement shall apply.
3. Where Daizy is responsible for not achieving the Availability agreed here, the customer may, as its sole right and remedy and Daizy’s sole liability, deduct from the remuneration that would be payable for the respective year 0.05% as liquidated damages for each 0.1% of Availability not achieved. With this deduction, all claims, losses or liabilities based on the temporary non-availability of the Platform shall be deemed satisfied, except where Daizy has caused it by willful intent or gross negligence.
4. To assert the deduction claim, the customer shall have to provide to Daizy within 90 days of the end of the measuring period a detailed list of the downtimes, stating date, time and duration.
1. During the term of the respective Agreement, the customer shall have a non-exclusive right, without the right to grant sub-licences, to use the Services and the application documentation for its own business purposes. The customer is in particular not allowed to modify the Platform beyond the configuration options provided to it.
2. The right of use is not assignable or transferable and the Platform must not be used by or for the benefit of any third party, neither in whole nor in part, unless such use is for the customer’s own business purposes. Any letting or lending out and any other transfer of rights of use to a third party, temporarily or permanently, with or without consideration, or the enabling of the use of the Platform by a third party are expressly prohibited.
3. Nothing in these ToCs grants, and the Agreement shall not grant, the customer any ownership or other property rights of whatever nature nor any permanent rights of use, or rights of use that exceed the term of the Agreement and the respective functionalities of the Services. Daizy shall remain the owner of all rights to the Services and the underlying software applications in original, copied or modified form.
1. Daizy intends to continuously develop the Platform and the Services and may use or make available new versions in its sole discretion.
2. However, the customer shall not be entitled to demand the use or availability of new versions, except where such use is necessary due to changes of law. For the purposes of this provision, a change made on the basis of a contract or other action other than in the basis of formal enactment of law shall not be deemed to be a change of law, even if there is a declaration of binding nature or acknowledgement.
3. Daizy shall be entitled to discontinue individual functionalities of the Services by giving six months’ notice. In such a case, the termination right in Section 19.4. of these ToS shall apply.
1. Daizy may provide support services in order to advise and assist the customer. The level of support provided for each plan is detailed in the Pricing page.
2. Faults shall be reported through the communication channels and at the business hours specified on the Platform. Should the Platform not be available for this, Faults may also be reported using the support contact details provided on the Daizy website.
1. Should any Fault occur in the Services, the customer shall notify Daizy as set forth in Section 16.2 of these ToS.
2. Fault reports by the customer shall specify the program function and the text of the error message, including a description of the effects of the Fault and demonstrate its reproducibility, as far as this is possible and reasonable.
3. The customer shall grant Daizy access to its data as required for analysing and clearing the Fault. Should any customer data required for analysing and clearing the Fault not be available on the Platform, the customer shall provide such data separately. The customer shall support Daizy by providing, free of charge, sufficient qualified personnel and any other cooperation necessary for analysing and clearing the Fault.
4. Daizy shall provide sufficient resources for Fault clearance in order to clear a Fault within such time as is appropriate to the severity of the impairment of function caused by the Fault and the root cause of the Fault. Should a workaround exist for the Fault reported, Daizy shall communicate whether the Fault can be avoided and, if so, by which alternative functions.
5. Faults of the Next Matter Services shall be remedied by multiple subsequent improvements. Reduction and termination of the individual order affected due to a failure to enable use as contractually agreed shall be permissible only after subsequent improvement has failed and the customer can no longer be expected to accept attempts of subsequent improvement. Moreover, termination of an individual order shall be permissible only if a defect that occurs is substantial.
1. The customer shall procure any and all approvals from third parties (e.g., works council) or public authorities that relate to the use of the Services by the customer. This shall not apply to the technical operation of the Platform and with respect to possible rights of third parties to the Platform.
2. Within its sphere, the customer shall guarantee data privacy, data security and safeguarding of the know-how, technical intellectual property rights and copyrights of Daizy vis-Ă -vis employees and third parties. This shall include, in particular, the absence of viruses from the data and information transmitted to the Platform and the permission to collect, use and process personal data.
3. The customer shall be responsible for state-of-the-art internet access and for meeting the other system prerequisites of its systems. The appropriate specifications and system prerequisites result from the application documentation. Daizy may adjust the specification by giving three months’ written advance notice to the customer. In such a case, the termination right in Section 19.4. of these ToS shall apply.
4. The customer must not use the Services or the Platform for any unauthorised or unlawful acts or to process unauthorised or unlawful contents. The customer shall refrain from any act which may impair the Services themselves, the use of the Services by third parties and/or the integrity of the data contained on the Platform.
5. The customer shall be responsible for all activities that take place in the context of its user accounts and shall be liable for all employees and third parties that, with its knowledge or without its knowledge but due to negligent or willful handling by the customer of its systems and/or its login details, have access to the Platform.
1. The term of the Agreement shall be the term selected by the customer in its offer of contract and shall commence upon conclusion of the Agreement (see Section 2). Â
2. The Agreement shall be extended each time by the term selected, unless one of the contracting parties gives written notice of 3 months to terminate the Agreement at the end of the contract period. The contract shall end on the calendar day before the calendar day in the month that corresponds to the day of conclusion of the Agreement (e.g., Agreement concluded on 25th May: the contract month ends on the 24th of a month). Apart from terminating the entire Agreement, individual partial services may also be terminated, provided that such partial service can be ordered independently as an additional service.
3. Amendments to these ToS or the Agreement by Daizy, e.g., to the service contents or the prices, shall be offered to the customer in text form at the latest one month prior to the suggested time of their coming into effect. If the customer has agreed to an electronic communication channel with Daizy (e.g., via a web portal) in the context of the business relationship, the amendments may also be offered through that channel. The customer shall be deemed to have given its consent if it fails to indicate its rejection prior to the suggested time of coming into effect of the amendments. The customer may also terminate without notice and free of charge the agreement affected by the amendment prior to the suggested time of coming into effect of the amendments. In its offer, Daizy shall make the customer aware of this right of termination.
4. Either party has the right to terminate the Agreement on the basis of the other party’s material breach of the Agreement, or on any other basis expressly permitted by these ToCs.  A prerequisite to the right of any termination for the other party’s material breach of the Agreement shall be that a written warning setting forth the breach of the Agreement in reasonable detail, and setting a reasonable time limit for the breaching party to cure the breach, has been issued and delivered to the breaching party and the breach continues after the expiration of time limit for curing the breach. Termination of the Agreement does not extinguish or relieve the customer from its payment obligations under the Agreement or these ToS.
1. Additional work and/or services are not in the scope of a Software as a Service (SaaS) order and shall be provided exclusively on the basis of a separate, independent consulting and service provision order. This shall in particular also apply to any customised parameter settings of the Services.
2. The parties shall comply with applicable data protection laws. To the extent that Daizy processes personal data on behalf of the customer in connection with the Services, Daizy shall act as a processor and the Daizy Data Processing Agreement (DPA), as made available by Daizy and incorporated by reference into this Agreement, shall apply.
The customer determines whether and to what extent personal data is processed using the Platform and remains solely responsible for ensuring that such processing is lawful.
3. In the event of any contradiction between individual contract documents, the provisions set forth in annexes shall take priority over the provisions of this Agreement. Contents of an individual order shall have lower priority than the contents of annexes and the provisions of this Agreement.
The rights granted to a customer to access and use the Services are subject to the customer’s compliance with the following:
Customer will not and will not allow or encourage others to:
• reverse engineer, decompile, disassemble, modify, create derivative works of or otherwise create, attempt to create or derive, or permit or assist any third party to create or derive, the source code underlying the Services;
• for customers on subscription plans that do not specify volume allowances: Employ usage patterns that are outside of reasonable business quantities for: number of workflows created, and runs started. As means of guidance, we have detailed the expected volume for each plan in the Pricing page. The actual threshold may be lower or higher based on our discretion. Special business needs with higher volume requirements can be granted upon request or formalized as part of an enterprise plan, with reasonable notice time.
• transfer, distribute, resell, lease, license, sublicense or assign Services or otherwise offer the Services or any part of the Services on a standalone basis, or together with other software, without our prior written authorization;
• attempt to bypass or break any security mechanism or authentication measure in any of the Services or use the Services in any manner that in Daizy’s opinion poses or may pose a security or service risk to Daizy or to any user of the Services;
• use temporary or publicly accessible email addresses or share user accounts among multiple individuals or disclose access credentials to any third party;
• impersonate another person or entity or misrepresent an affiliation with a person or entity;
• access, search or create accounts for the Services by any means other than Daizy’s publicly supported interfaces (for example, “scraping” or creating accounts in bulk); or
• use the Services, or permit, assist or encourage others to use the Services:
1. to store or process content or information that customer does not have a right to make available under law or any contractual or fiduciary duty;
2. in violation of applicable laws and regulations or third-party rights;
3. in a way that adversely affects the availability, reliability or stability of the Services (including denial of service attacks);
4. for the purposes of competitive evaluation, research or benchmarking or training of any artificial intelligence model;
5. for illegal purposes or purposes otherwise outside the scope expressly permitted, or in a manner that violates intellectual property rights, trade secrets, export controls or other trade restrictions;
6. to interfere with or disrupt the access of any user, host, network or the Services, such as by sending a virus, overloading, flooding, spamming or mail-bombing the Services, or by scripting the creation of content in such a manner as to interfere with or create an undue burden on the Daizy Service or by transmitting any material that contains trojan horses, worms or any other malicious, harmful or deleterious programs or code;
7. to publish, transmit or otherwise make available material that is defamatory, libelous, unlawfully pornographic or indecent;
8. to advocate hatred, hostility or violence against an entire class of people on the basis of race, ethnicity, sexual orientation, gender, gender identity, religious affiliation, age or disability; or
9. in any manner that violates any applicable third-party policies or requirements (such as Amazon Web Services use policies), if any.
If Daizy concludes that the customer has misused or intends to misuse the Services, Daizy may take action against the customer and the customer’s account and reserves the right to enforce, or not enforce, the rules laid out in this Section 21 in Daizy’s sole discretion in line with the applicable laws and regulations through appropriate means including a notification of misconduct to the customer, the temporary or long-term deactivation and removal of the customer’s account, as well as any additional legal proceedings.
Part 3: Terms related to other services and work (Non-SaaS Professional Services)
For the purposes of this Part 3, “Deliverables” means any materials, documents, configurations, scripts, reports or other outputs to be created or provided by Daizy under an Order for Professional Services. For clarity’s sake, the Platform is not a Deliverable for purposes of an Order for Professional Services (hereafter in this Part 3, an “order”).
1. The scope of the professional services and any Deliverables to be provided by Daizy shall be set out in the applicable order. Where the order describes functionalities, objectives or tasks only, the specific technical implementation shall be determined by Daizy in accordance with the agreed scope and the generally accepted state of the art.
2. Training measures shall be carried out for the customer in the form of seminars. Unless otherwise agreed, the training measures shall take place at Daizy's registered office or online.
3. All changes or additions to the content of the service subsequently requested by the customer are subject to Daizy’s written agreement to such changes or additions in its discretion, and can only be taken into account by Daizy if the customer agrees to bear the additional costs incurred or already incurred and agrees to any change in the time of performance or other contractual conditions that may occur as a result. Daizy shall not be responsible for any delays in the provision of services that occur due to the customer’s acts or omission including, without limitation, until the customer has made a corresponding decision on the basis of its request for a change.
1. Unless expressly agreed in writing, all dates are non-binding and represent only an approximate performance period.
2. If Daizy does not provide the services on the agreed date and such failure is due to the acts or omissions of the customer or its agents or representative or one or more force majeure events, the customer shall set a reasonable grace period of at least 14 days. If the first grace period expires without result, the customer may claim damages, subject to the other limitations under these ToCs. Withdrawal from the Agreement shall only be permissible after a second grace period has expired without results. At the request of Daizy, the customer shall be obliged to declare within a reasonable period of time whether it is withdrawing from the Agreement or insisting on the contractual performance.
1 Â Daizy shall be entitled to sole ownership of all copyrights and rights of use to Deliverables (e.g. documents, process descriptions, scripts and software programs) created by Daizy within the scope of its services. This shall also apply if the customer has contributed to the creation of the Deliverables by creating the requirement specification.
2. Insofar as an Agreement for software as a service (“SaaS”) has been concluded between Daizy and the customer, customer's rights to use the Deliverables/services shall be governed exclusively by the terms of Section 22 above and this Section 24. If mutually and explicitly agreed in writing, Daizy shall grant the customer the non-exclusive, permanent, irrevocable, transferable right to use, copy, distribute, modify and sub-license the services and Deliverables provided by Daizy within the scope of the Agreement to the extent and in the manner resulting from the purpose of the service and the area of application of the work result.
3. The customer’s rights of use set forth in this Section 24 are subject to and granted upon full payment of the remuneration for the service or work.
1. Both parties are each responsible for the selection and deployment as well as the supervision, management, control and remuneration of their own employees.
2. Daizy shall be entitled to engage expert subcontractors to perform the agreed service or works, or parts thereof, in order to execute the order.
Section 26: Cooperation obligations of the customer
1. As an essential contractual obligation, the customer shall provide the following as well as all other agreed cooperation services at its own expense.
2. The customer shall provide Daizy with all information and notices required for the performance of the service in good time, i.e. at least 3 working days prior to the planned date of performance, even without a special request and, in any event, without undue delay. The customer shall ensure that the required system environment is available.
3. The customer shall appoint a contact person for mutual coordination and clarification of all questions arising in the course of the performance of the service. The contact person is authorized to make all declarations that are necessary as an interim decision within the framework of the continuation of the order.
4. The customer shall grant Daizy the necessary access and access to its premises, IT systems and work equipment at all times for the performance of the agreed services and shall provide the data required for functional tests.
5. Further obligations to cooperate exist, moreover, whenever the service in question can only be provided by the customer due to its specific nature.
6. If the customer does not fulfill its duties to cooperate or does not do so in a timely manner and this results in additional expenses and/or delays, Daizy may demand reasonable changes to the schedule and to the agreed prices and fees, without prejudice to further rights or remedies. The period of performance shall be extended by the period of time during which the customer fails to comply with its duties to cooperate which are necessary for Daizy to perform the services.
7. If the customer fails to fulfill its obligations to cooperate or defaults on acceptance of the services offered by Daizy, Daizy may grant the customer a reasonable grace period for fulfillment of the obligations to cooperate, after the expiration of which Daizy shall be entitled to terminate the Agreement. In addition to partial remuneration for the work already performed, Daizy may in this case claim damages.
1. Daizy shall make the Deliverables available to the customer upon completion.
2. Unless a formal acceptance test is expressly agreed in an order, Deliverables shall be deemed accepted upon delivery unless the customer notifies Daizy in writing of a material defect within seven (7) days in reasonable detail.
3. Where a formal acceptance test is agreed, the customer shall complete such test within seven (7) days of the Deliverables being made available and shall either confirm acceptance in writing or notify Daizy of any material defects preventing acceptance in reasonable detail.
4. If the customer does not notify Daizy of any material defects within the applicable acceptance period, the Deliverables shall be deemed accepted.
5.Daizy shall remedy any material defects preventing acceptance within a reasonable time and shall resubmit the affected Deliverables for acceptance with the same process and time frames set forth above..
1. Daizy warrants that, at the time of acceptance, the Deliverables shall materially conform to the agreed specifications. Â
2. The customer shall notify Daizy of any material non-conformity without undue delay.
3. Daizy shall, as its sole obligation, remedy any material non-conformity by re-performance or replacement within a reasonable time.
4. If Daizy fails to remedy a material non-conformity within a reasonable time after at least two attempts, the customer may either request a reasonable fee reduction or terminate the affected order.
5. The period for asserting claims under this Section shall be twelve (12) months from acceptance of the relevant Deliverables.
6. EXCEPT AS SET FORTH ABOVE OR OTHERWISE IN THIS AGREEMENT, THE SERVICES ARE PROVIDED ON AN “AS IS” AND “WITH ALL FAULTS” BASIS. DAIZY EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, REPRESENTATIONS, OR CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OR CONDITIONS OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, DAIZY DOES NOT WARRANT THAT THE SERVICES WILL MEET THE CUSTOMER’S REQUIREMENTS, BE ERROR-FREE, OR OPERATE WITHOUT INTERRUPTION. THE CUSTOMER ACKNOWLEDGES THAT IT HAS NOT RELIED ON ANY SKILL OR JUDGMENT OF DAIZY IN SELECTING THE SERVICES FOR A PARTICULAR PUPOSE. DAIZY’S TOTAL LIABILITY FOR ANY DEFECTS IN THE SERVICES SHALL BE LIMITED SOLELY TO THE REMEDIES EXPRESSLY SET FORTH IN THIS AGREEMENT.
