↗️ DE version here
1.1 These General Terms and Conditions (hereinafter referred to as "GTC") apply between Spoke Technologies GmbH (hereinafter referred to as the "Licensor") and consumers within the meaning of Section 13 of the German Civil Code (hereinafter referred to as the "User", together with the Licensor the "Parties") regarding the use of the Spoke software (hereinafter referred to as the "Software"). Terms and conditions of the User deviating from or supplementing these GTC shall not apply.
1.2 These GTC apply exclusively between the Parties and do not affect any (licensing) contracts concluded between the User and third parties, in particular other app providers (e.g. Slack) and/or app store operators. In the event of a conflict, these GTC shall take precedence over the GTC of any third parties with regard to the relationship between the Parties.
2.1 The Licensor shall provide the User with the Software in the respective current version free of charge for use in accordance with these GTC. The right of use is limited to the term of the contract, non-exclusive, non-sublicensable and non-transferable.
2.2 The licensor provides the software to the user as "Software-as-a-Service". The Software is operated and hosted on a server space rented by the Licensor from AWS. The Licensor enables the User to access the Software by means of a telecommunications connection through the Licensor's website via a browser (hereinafter: "Web App") and/or via a plug-in in the Slack App (hereinafter: "Spoke Slack App") and to use the agreed functionalities of the Software in accordance with this GTC.
2.3 The functional scope of the software results from the service description on the website of the licensor.
2.4 Within the scope of the Software-as-a-Service, the Licensor guarantees an availability of the software of 98% on a monthly average. Any unavailability of the software due to network interruptions outside the sphere of influence of the Licensor, due to the fault of the User or due to technically necessary maintenance work or improvements shall not be taken into account in the calculation of the availability. The Licensor reserves the right to temporarily restrict access to the Software or the possibility of using it in whole or in part if this is necessary with regard to capacity limits, the security or integrity of the servers or to implement technical measures and serves the proper or improved provision of the services (e.g. during maintenance work).
2.5 The Licensor is entitled to engage subcontractors for the provision of its services without requiring the consent of the User.
3.1 The contract between the Parties is concluded by completing the online registration process (hereinafter: "Registration"). Registration takes place either via the Slack App Store or via the Licensor's website. In any case, the User must have an existing Slack user account in order to log in and authenticate with Slack.
3.1.1 If the User wishes to use the Software via the Spoke Slack app, the following applies: User must log in to the Slack App Store with their Slack user account and install the Spoke Slack App. Alternatively, the user can sign up on the licensor's website. This is done by entering the required information in the registration mask. The registration is completed by pressing the registration button.
3.1.2 If the User wishes to use the Software via the Web App, the following applies: The User must register on the Licensor's website for the use of the Software via the Web App. This is done by entering the required information in the (web app) registration mask provided for this purpose. The registration is completed by pressing the registration button.
3.2 By registering via the Slack user account, the User submits a binding offer to conclude a contract with the Licensor. The User is expressly informed of the validity of the Licensor's terms and conditions prior to registration.
3.3 After registration, the User receives a confirmation email from the Licensor. This confirmation email also constitutes a binding acceptance by the Licensor.
3.4 The user data taken from the Slack user account as part of the registration process must be truthful and always up to date. This applies in particular to the email address, as it is used for communication with the Licensor. Any pseudonyms used by the user are not permitted.
3.5 The User may correct his entries made during registration at any time using the usual keyboard and mouse functions.
3.6 The Licensor stores the contractual provisions including these GTC after the registration is completed and sends them to the User in text form (by email).
3.7 The contractual language is German or English.
4.1 To use the web app, the User is required to use the Google Chrome browser.
4.2 The User must take suitable, state-of-the-art precautions to protect the software from unauthorized access by third parties. In particular, the User is obliged to handle the password selected during registration with care.
4.3 The User is solely responsible for having a sufficient internet connection to use the software.
4.4 The User is obligated to protect the access authorizations and identification and authentication information assigned to them from access by third parties and not to disclose them to unauthorized persons. The User shall inform the Licensor without undue delay if there are indications that unauthorized third parties are aware of the access authorizations and identification and authentication information assigned to them.
4.5 The User is obliged to carry out a data backup at sufficiently regular intervals, in particular if problems occur or on the instruction of the licensor.
4.6 The User shall not upload any data, documents or other content (hereinafter: "Content") to the Software that violates applicable law, morality or official orders, infringes third-party rights or is infected with viruses or malware.
4.6.1 The Licensor is entitled to immediately block access to the contents and to delete these contents from servers of the Licensor or from servers of third parties commissioned by the Licensor if the User violates § 4.6.
4.6.2 The Licensor shall not be liable for any loss of Content due to a violation of § 4.6 by the User. The User shall indemnify the Licensor against all expenses and costs incurred as a result of a breach of § 4.6.
4.7 The User shall indemnify the Licensor against all third party claims, expenses and costs arising from a breach of the obligations under this § 4. The Licensor shall notify the User of any claim and, to the extent legally possible and reasonable, give the User the opportunity to defend the asserted claim. The User shall inform the Licensor without delay of all information available to them concerning the facts on which the claim is based. Further claims for damages of the Licensor remain unaffected.
5.1 The contract is concluded for an indefinite period (hereinafter: "contract term"). The contract term begins with the receipt of the Licensor's confirmation email by the User.
5.2 The User can terminate the contract at any time without giving reasons and observing a period of notice.
5.3 The Licensor may terminate the contract at any time without giving reasons and with a notice period of four (4) weeks.
5.4 The right of the Licensor to terminate the contract at any time for good cause without notice shall remain unaffected.
5.5 Notice of termination must be given in text form to be effective.
5.6 After expiry of the contractual term, the User must delete the software. Use of the software after termination of the contractual relationship is not permitted.
6.1 The Licensor, its legal representatives and vicarious agents shall be liable in accordance with the statutory provisions (a) in the event of damage caused intentionally or by gross negligence; (b) in the event of injury to life, limb or health; (c) in accordance with the provisions of the Product Liability Act and (d) to the extent of any warranty assumed.
6.2 In the event of a simple negligent breach of an obligation which is essential for the achievement of the purpose of the contract and on the fulfillment of which the user regularly relies and may rely (cardinal obligations), the liability of the Licensor shall be limited to the foreseeable damage typical for the contract. In all other respects, the liability of the Licensor is excluded.
6.3 In the event of loss of data, the Licensor shall only be liable for the expenditure required to restore the data if the User has properly backed up the data.
7.1 The Parties undertake to observe the statutory provisions on data protection and to impose compliance with these provisions on their employees and any subcontractors. They are also obliged to support each other in fulfilling the legal requirements and provisions on data protection and data security in accordance with the contract.
7.2 If it turns out that the cooperation between the Parties with regard to personal data requires the conclusion of additional agreements on data protection (e.g. a commissioned processing agreement pursuant to Art. 28 DSGVO), the User shall conclude such an agreement with the Licensor and comply with the obligations set forth therein to the extent necessary to ensure the lawfulness of the processing of the data.
8.1 The European Commission provides a platform for out-of-court online dispute resolution of contractual disputes between the Parties at the following link: https://ec.europa.eu/consumers/odr.
8.2 The Licensor is neither obligated nor willing to participate in dispute resolution proceedings before the competent consumer or universal arbitration board.
9.1 The Licensor reserves the right to modify the Software in order to adapt it to latest technological requirements, to optimize it, in particular to improve its user-friendliness, to correct errors, to update and complete it or - if necessary - for licensing reasons. However, the Licensor is not obliged to provide updates or upgrades for the Software or to adapt the Software in any other way to any changes in hardware and/or software (in particular operating systems).
9.2 The Parties shall not be liable to the other party with respect to delays in performance resulting from force majeure, namely such circumstances that are beyond their respective control.
9.3 These GTC and the contracts are subject to the law of the Federal Republic of Germany. The application of the UN Convention on Contracts for the International Sale of Goods (CISG) is excluded. The application of mandatory legal provisions of the state in which the User has his habitual residence remains unaffected. If the User does not have a general place of jurisdiction in the Federal Republic of Germany or in another member state of the European Union, the exclusive place of jurisdiction for all disputes arising from the contract concluded between the Parties shall be the Licensor's place of business in Berlin.
Spoke Technologies GmbH
(Please note: this is a convenience translation only. In case of any deviations, the German version of this policy is definitive.)