1. Field of application
1.1 The general terms and conditions of GPMD Limited trading as Apio (hereinafter also: “we”/ “us”/ “Apio”) are not applicable as far as differing provisions are agreed upon between us and the customer by individual agreement. Otherwise these general terms and conditions are applicable as follows.
1.2 These general terms and conditions are applicable for companies and, as far as their business activities require a commercially organised business, legal persons under public law and special assets under public law. Apio only signs agreements with companies, legal persons under public law and special assets under public law. Upon ordering clients warrant that their contracting party meets these requirements. With reasonable client cooperation, Apio is entitled to check these facts. Apio has the right to withdraw from the contract within two weeks after notice, if a consumer offer is inadvertently accepted. Legal rights of challenge remain unaffected.
1.3 These general terms and conditions are applicable within current business relations, also for all follow- up business without that we must reiterate each time their validity.
1.4 Our general terms and conditions are conclusive for our complete business transactions with the customer relating to the contractual object. In particular the general terms and conditions of the customer do not become an integral part of the contract, irrespective whether they contain differing or additional rules to these terms and conditions. A non-affected client refusal of terms and conditions does not constitute agreement.
1.5 Any modifications, additional agreements and supplements must be in writing to be legally effective. Individual agreements relating to the contractual object have priority over these general business terms and conditions and supplement these.
1.6 Contractual partner is GPMD Limited trading as Apio, Eagle House, 163 City Road, London, EC1V 1NR, UK. The contract becomes effective upon ordering of the requested service package of the client (offer) and corresponding provision for the client (acceptance) by Apio.
2. Providing Apio and storage space
2.1 We provide the platform for use which is operated with the software Apio (hereinafter also named “Apio” and the “application” or the “software”) according to the agreed scope and from the agreed date on the data processing system (server) hosted by us in accordance with these general terms and conditions and against payment of the agreed charge in the current version. Our offer for use of Apio in various packages each with different scopes of data storage and services is contained in our specifications and available on https://www.getapio.com. Specifications listed there include the platform’s complete condition.
2.2 Our offer includes providing Apio as well as providing storage capacity and computer power for data created by the customer through using Apio and/or required for using the software. Backups of Apio and the application data are made on a regular basis.
2.3 Apio is a flexible integration platform on which the customer can set up any individual integration solution. The provision of Apio including hosting is made as a Platform as a Service (“PaaS”). The access and the administration are provided via a programming interface and web interface.
2.4 The customers will use Apio for themselves and their customers.
2.5 We are not responsible for the quality of the required hardware and software on the part of the customer as well as for the telecommunication connection between the customer and the provider up to the handover point (article 2.6).
2.6 We reserve the right during the contractual period to implement new versions, updates, upgrades or provide other new supplies regarding Apio. Applications developed by customers on the basis of an earlier version could hereby be affected in their functionality. This does not represent a fault in our services. We endeavour to ensure backward compatibility and will carry out any changes that impair the function of client applications, based purely on objective reasons that can include security enhancements and adjustments to latest technology. The customers must modify their application accordingly.
2.9 The support services will be provided in accordance with the respective service package the customer has chosen and the Pay As You Go professional service offers as outlined on the pricing page at https://www.getapio.com/pricing.
3. Registration, contract conclusion, trial period
3.1 To use Apio it is necessary that the user registers and opens a user account. It is expected to provide verifiable information.
3.2 The customer can register for a free or paid option. In order to use higher data volumes on Apio, a customer must order a package subject to a charge.
4. Technical availability of Apio
4.1 Planned maintenance work to our systems are excluded from the availability. Planned maintenance work is work which is made for technical adjustment, to guarantee functionality and interoperability, technical further development and other changes to the platform. We will inform the customers in time in a suitable form of planned maintenance work stating the type, extent and period of the restrictions. Work will not be carried out, as far as possible, in the main business hours. The customer cannot claim based on liability of defects or claim damages if during use outputs are reduced and / or failure occurs during the planned down time.
4.2 Along with the planned maintenance work the availability can also be restricted through unplanned and unforeseen down time. Unplanned and unforeseen downtime is:
– Downtime which is due to malpractice of the customer
– Downtime which is caused by hardware and software of the customer or third party (e.g. virus attacks, downtime computer centre)
– Downtime with the access provider of the customer
– Downtime due to force majeure
4.4 The customer must inform us of downtime which occurs outside of the agreed non-availability time immediately by email at email@example.com. They must specifically state the date and time and prove the downtime by suitable evidence.
5. Use of the platform
5.1 The customers are entitled to use the platform and the application according to the agreed service package in the respective current version for themselves and their customers.
5.2 The customers are not entitled to make changes to the platform themselves. The customers are also not entitled to copy, distribute, publicly make available outside of the platform or otherwise use the software Apio for purposes not required for the contractually agreed use.
5.3 The permanent or temporary software provision (e.g. as application service provision) for non-affiliated companies or the use of software for training of non-customer and non-affiliated staff is subject to our prior written consent. All rights of use not explicitly transferred, especially distribution, rental, hiring, leasing, translation or publication remain with us.
5.4 We are granted the right to copy applications developed by the customer on the platform, however, restricted to backup copies. We are entitled to remove applications as far as these applications developed by the customer interfere with the system integrity. Further rights of use are not granted to us.
5.5 If the customers violate their obligation out of the contract (see section 7) for reasons they are responsible for or if they fall behind on payment of the monthly user fee for more than 30 days then we are entitled to block the customers’ access to the application after prior written notification and after setting a deadline for removing the breach of duty. Blocking is made without prior notification if the breach of duty endangers the security of our system.
6. Usage fees
6.1 The fees for our various service packages are stated in our pricing policy and are available at www.getapio.com as far as nothing else is explicitly agreed in writing. All prices are exclusive of the current value added tax.
6.2 The monthly usage fee will be charged on the first of each following month in which the Apio was used. The fee is calculated in accordance with our pricing policy based on the level of usage
6.3 As far as nothing else is agreed, the payment method is via credit card he monthly user.
6.4 Offsetting is only possible with undisputed or legally established counterclaims, unless those counterclaims relate to claims of mutuality of obligation.
7. Obligations of the customer
7.1 The customer is obliged to check before use of Apio the technical requirements for use. These are included in the specification and available on www.getapio.com & https://getapio.slite.com/app/channels/RuzDiTMepn.
7.2 The customer must ensure that Apio is not used in excess of the allowed right of use, in particular not used by unauthorised third parties. The agreed identification and authentication security codes must be kept secret by the customer, they must be protected from access by third parties and not passed on to unauthorised third parties. The customers must comply with the restrictions of their usage rights and keep us separated from any of those claims made by third parties that are based on the unlawful use of Apio or that may result from litigation involving data protection, copyright or other disputes related to the use of Apio, all caused by the customer.
7.4 The customers are obliged to commit their employees to comply with the applicable regulations of this contract.
7.5 The customer will abstain from any action that might endanger or disrupt the functionality, integrity or safety of the system.
7.6 Defects in the services are to be notified immediately by the customer.
7.7 The customers are not allowed to gain insight into the source code.
7.8 The foregoing states the Customer's sole and exclusive rights and remedies, and Apio’s (including its employees', agents' and subcontractors') entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.
8. Data security, Data protection
8.1 We and the customer will comply with the respective applicable data protection provisions. To this end, we have familiarised our employees with the data protection provisions applicable to them and obligated them to maintain confidentiality.
8.2 If the customers collect, process or use personal data then they must ensure that they are authorised according to the applicable provisions, in particular data protection provisions and in the case of a breach he releases the provider from claims of third parties. The customers obtain the required consents from their employees, clients and other persons possibly concerned, providing relevant proof to us upon our request.
8.3 We will only collect and process customer data within the scope necessary to fulfil the contract. The customer agrees to data collection and processing to this extent, ensuring the legality of the data transfer and its contractual use by us.
8.4 Within the provision of services the customer commissions us to process personal data in accordance with Art. 28 GDPR. For this purpose we conclude with the customer a data processing agreement.
9.1 In case of defects the customer initially grants to us a reasonable period of time to clear the defect. For significant defects the customer has the right to appropriately reduce the user fees for the period of the defect.
9.2 Disruptions to functionalities of applications developed by the customer due to new versions, updates, upgrades or other new supplies regarding Apio do not represent a defect.
10. Indemnities and limitation of liability
10.1. The customer hereby indemnifies Apio from and against any and all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by Apio in connection with:
10.2. Apio shall defend the customer, its officers, directors and employees against any claim that the Platform or Services infringe any United Kingdom patent effective as of the Effective Date, copyright, trade mark, database right or right of confidentiality, and shall indemnify the customer for any amounts finally awarded against the customer in judgment or settlement of such claims, provided that:
10.3. In the defence or settlement of any claim, Apio may procure the right for the customer to continue using the Platform or Services, replace or modify the Platform or Services so that they become non-infringing or, if such remedies are not reasonably available, terminate a Contract on 2 Business Days' notice to the customer without any additional liability or obligation to pay liquidated damages or other additional costs to the customer. In no event shall Apio, its employees, agents and subcontractors be liable to the customer to the extent that the alleged infringement is based on:
10.4. The foregoing states the customer's sole and exclusive rights and remedies, and Apio’s (including its employees', agents' and subcontractors') entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.
10.5. The following provisions set out the entire financial liability of Apio (including any liability for the acts or omissions of its employees, agents and subcontractors) to the other in respect of:
10.6. Nothing in a Contract shall limit or exclude Apio’s or the customer’s liability for:
10.7. Subject to clause 10.5, in no event will Apio be liable to the customer (whether in contract, tort, negligence or otherwise):
for any indirect, special or consequential loss or damage.
10.8 In any event Apio’s entire financial liability for any claim arising from loss of profits, loss of sales or business, loss of contracts, loss of anticipated savings, loss of data or loss of goodwill is limited to the fees charged to the customer for the service.
11. Period of use, termination
11.1 The customer may terminate their account at any time, any usage fees due will be charged to their credit card on the 1 st of the month following termination.
12. Final provisions
12.1 The applicable law is the British substantive law.
12.2 If the customer is a business person, legal entity under public law or special assets under public law, the place of jurisdiction is agreed exclusively to be London, United Kingdom.
12.3 The customer is not allowed to assign rights from this contract to third parties without prior approval by us (non-assignment clause).