Scope of application

The following general terms and conditions apply to all contracts between DeepX and the customer for the use of the software. Conflicting terms and conditions of the customer shall not apply unless DeepX expressly agrees to them at least in text form.

Individual agreements between the customer and DeepX shall take precedence over these GTC.

Subject matter of the contract

The software is a digital video marketing solution. The software can be used to create, save and send videos through integrations with external platforms.

The software is provided as "Software-as-a-Service" at the transfer point of DeepX's data center. It is used via an Internet connection and is not installed locally at the customer's premises.

DeepX is not responsible for establishing and maintaining the data connection between the customer's IT systems and the described transfer point.

Conclusion of contract

Offers from DeepX are always non-binding and constitute an invitation to the customer to submit an offer. Contracts are concluded by an order confirmation from DeepX.

Additional agreements after conclusion of the contract must be made in writing.

User account

The customer shall receive access data to a user account. The customer is responsible for protecting their access data from unauthorized access by third parties. The customer is obliged to pay for services ordered by unauthorized third parties if he is responsible for the misuse of his access data.

The software may only be used for legally permissible purposes. In the event of non-compliance, DeepX is entitled to block the user account or to terminate the contractual relationship without notice.

The customer is responsible for ensuring that the content and personal images used by him do not infringe the rights of third parties and that the necessary consents have been obtained. The customer shall indemnify DeepX against all claims asserted by third parties against DeepX.

With regard to the processing of personal data, the customer is the controller within the meaning of data protection laws. DeepX processes data on behalf of and according to the instructions of the customer. The contracting parties conclude a data processing agreement for this purpose.

Scope of services

DeepX is entitled to redesign the software and the user interface, add, change or remove functions. In the event of significant changes, the customer is entitled to extraordinary termination. This must be done within 14 working days of notification of the change, otherwise the change shall be deemed approved.

An interface is provided to connect the software to the customer's existing systems. Services provided by DeepX to connect the customer's systems to the interface are not included in the scope of services of the software or the remuneration.

The software contains third-party software. Changes to the third-party software may result in restrictions to the scope of services. In the event of significant restrictions, the customer has the right to extraordinary termination. DeepX shall not be obliged to maintain the functionality in the event of changes to the third-party software.

DeepX owes an availability of the software of 99% on an annual average. The availability is limited to the technical systems controlled by DeepX up to the transfer point in the public Internet. Planned downtimes for maintenance and updates do not reduce the availability.

DeepX shall regularly back up the customer's data. The frequency and method of data backup are specified in the service description. The connection between the browser and the transfer point is encrypted.

DeepX offers user support by e-mail from Monday to Friday and on Saturdays except on public holidays from 09:00 to 17:00. User support is included in the fee for using the software. User support does not include consulting or training. These can be ordered separately against payment of an additional fee.

Rights of use

DeepX is the sole owner of the rights to use the software. The customer acquires a non-exclusive right to use the software for his company during the term of the contract. Sublicensing or use of the software as a service provider for third parties is excluded.

The customer grants DeepX the right to reproduce and make available the data created by the customer when using the software to the extent necessary to fulfill the contractual obligations. DeepX is also entitled to store the data in a backup data center. The same applies to files uploaded by the customer. In the event of disruptions, DeepX is entitled to make necessary changes to the format or structure of the data.

Prices and payment terms

DeepX offers various plans, including a licence model and a pay-per-use plan where the customer only pays for the actual number of videos produced at the end of each month. In addition, DeepX offers discounted plans where the customer commits to produce a minimum number of videos for a certain number of months or to use the licence for a predefined number of months. The price for the DeepX service can then be reduced.

The agreed prices plus the statutory VAT applicable at the time the contract is concluded shall apply. Rebates and discounts are only granted if expressly agreed.

Updates, upgrades and new versions are included in the remuneration. The remuneration does not include customer-specific development services that go beyond the standard functions of the software. The same applies to development services for connecting the customer system to the interface of the software.

One-off fees are due for payment within 14 working days of the provision of the service and receipt of an invoice, unless an advance payment has been agreed. Flat-rate usage fees are due for payment monthly in advance by the third working day. Usage or transaction-based usage fees are due for payment within five working days of the following month.

In the event of late payment of a fee claim, the default interest rate shall be nine percentage points above the base interest rate. DeepX may demand higher interest rates for other legal reasons. The assertion of further damages is not excluded. If the customer is in default, DeepX shall also be entitled to payment of a lump sum of EUR 40. This shall also apply if the claim for payment is a payment on account or other installment payment. The lump sum shall be credited against any damages owed, insofar as the damage is based on the costs of legal action.

The customer shall be notified of general price increases no later than six weeks before they come into effect. If the customer does not object to the price increase, the price increase shall take effect at the beginning of the next renewal period. DeepX shall inform the customer in the notification of the consequences of failing to object. In the event of an objection, DeepX reserves the right to terminate the contract at the next possible termination date.

Liability

DeepX assumes no liability for the fact that the videos created by companies, authorities or other institutions are found to be suitable news in terms of content or technology.

If the software has a defect at the time it is made available to the customer which renders it unsuitable for use in accordance with the contract, or if such a defect arises during the term of the contract, the customer shall be exempt from payment of the remuneration for the period during which the suitability is rendered unsuitable. For the period during which the suitability is reduced, the customer shall only have to pay a reasonably reduced remuneration. An insignificant reduction in suitability shall not be taken into account.

If a defect in the software becomes apparent during the term of the contract or if a measure becomes necessary to protect the software against an unforeseen risk, the customer shall notify DeepX thereof without delay. If the customer fails to notify DeepX, it shall be obliged to compensate DeepX for the resulting damage.

DeepX shall be liable for personal injury and other damage caused intentionally or by gross negligence in accordance with the statutory provisions. DeepX shall only be liable for other damages due to slight negligence in the event of a breach of a material contractual obligation and only in the amount of the foreseeable damage typical for the contract.

DeepX shall not be liable if the damage was caused by contributory negligence on the part of the customer. Contributory negligence shall also exist if the customer has not informed DeepX of the risk of unusually high damages or if the customer has failed to avert or mitigate damages.

Contract term

Contracts are concluded for the agreed initial term and can be terminated by either party with one month's notice to the end of the initial term. If no ordinary notice of termination is given, the contract is automatically extended by a period of one month.

At the end of the contract, DeepX shall make all campaign and video data available at the customer's request. Within one week after the customer has downloaded the data, but no later than three months after the end of the contract, DeepX will delete the customer's data, unless it must continue to be stored for legal reasons.

Final provisions

The law of the Federal Republic of Germany shall apply to the exclusion of all international and supranational (contractual) legal systems.

The exclusive place of jurisdiction is the registered office of DeepX if the customer is a merchant within the meaning of the German Commercial Code, a legal entity under public law or a special fund under public law.

DeepX reserves the right to amend these GTC if this is necessary for valid reasons, in particular due to a change in the legal situation or jurisdiction, technical changes or further developments, efficient processing of mass traffic, loopholes in these GTC, a change in the product range or other equivalent reasons and the amendments do not unreasonably disadvantage the customer. The customer shall be notified of amendments to the GTC by e-mail at least six weeks before they come into effect. The changes shall become effective if the customer does not object in writing or by e-mail within this period and DeepX has informed the customer of the legal consequences of a failure to object in the notification of change. In the event of an objection, the contract between DeepX and the customer shall end at the next possible termination date.