General Terms and Conditions for the Use of the Lumiform Software
1.1 Lumiform GmbH is registered with the Commercial Register of the Local Court of Charlottenburg in Berlin (Amtsgericht Charlottenburg) under HRB 200625 B, with its business address at Torstraße 201, 10115 Berlin (“Lumiform”).
1.2 Lumiform provides a software that helps businesses digitize and automate workflows for frontline teams available on https://lumiformapp.com/ (“App”). Subscribers may register to the App (“Subscriber”). These are the general terms and conditions for the business relationship between Lumiform and Subscriber (“GTC”).
1.3 Lumiform provides its services exclusively to Subscribers which are entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB).
1.4 These GTC apply unless the parties have agreed on different regulations in the specific Contract. Deviating, opposing or supplementary general terms and conditions of Subscribers shall only become integral components of the contractual relationship if Lumiform agrees to their validity in text form. This requirement of approval also applies if Lumiform initiates the performance of services after becoming aware of Subscriber’s general terms and conditions.
2. Object of the Contract
2.1 The App is provided by means of a cloud-based application via an internet browser and via native mobile apps. The Subscriber does not download the software itself but uses the software on Lumiform IT infrastructure. Such provision of Lumiform IT infrastructure and its contents is referred to as the “Service”.
2.2 Upon request of Subscriber, Lumiform may add, remove and invite to collaborate designated individuals to the workspace which is allocated to a Subscriber (such workspace “Subscriber Account”, each such designated individual an “Authorized User”).
2.3 Lumiform offers access to the App via a free version with a limited number of users as well as limited functionality such as no analytics or role management per Subscriber or a “Professional” version for which the Subscriber pays Lumiform a subscription fee pursuant to Section 9 for the Service.
2.4 Lumiform also offers an “Enterprise” plan. The terms of this enterprise plan are negotiated individually based on a quote.
2.5 Lumiform reserves the right to remove certain features from the Service at its own discretion. Lumiform will inform Subscribers about such removal with a notice period of 30 days.
3. Conclusion of GTC and the Contract
3.1 During the registration process the Subscriber accepts the current versions of these GTC and data processing agreement, which forms an integral part thereof.
3.2 Lumiform may provide Subscribers with an order form constituting a binding offer to conclude a remunerated subscription contract (“Contract”). By sending back the signed order form the Subscriber accepts Lumiform’s offer including these GTC and subscribes to the App as a Subscriber.
3.3 Contracts may also be concluded online after registering a Subscriber Account within the App. In this case the Subscriber shall select the Professional version with the number of Authorized Users he wants to add to the Subscriber Account. In the course of this process, the Subscriber provides to Lumiform an offer to conclude a Contract. The Contract is concluded by Lumiform accepting this offer by e-mailing the respective invoice for the ordered Service to Subscriber. For enterprise plans Section 2.4 applies.
3.4 Upon registering, the Subscriber guarantees that it acts in its capacity as entrepreneur. The representative who registers on behalf of a company as Subscriber guarantees by registering to be legally authorized to act for the company.
4. Functions and Use of App
4.1 Upon registering, the App functions include the features specified on https://lumiformapp.com/pricing. The basic functions of the free version, in particular and inter alia, do not include:
- (a) Analytics: Oversee what’s happening within your organization. Detailed graphs provide an overview of how the form submissions have been going.
- (b) Advanced user management: Restrict access to data within the company to ensure the highest level of privacy and confidentiality. Create sites, regions, groups, and roles to adapt Lumiform to your organizations’ needs.
- (c) Custom reports: Customize the reports by adding the company logo or defining how and which result is displayed in the report.
- (d) API access: Use our REST API to receive data from Lumiform and send them to other systems seamlessly or to send data to Lumiform from your systems.
- (e) Single-Sign-On: We grant an authentication scheme that allows the users to log in with a single ID to several systems.
- (f) Service-Level-Agreement: We provide users with the description of the features the product offers, the uptime and the specific support services we provide to set realistic expectations in the commitment between the clients and us.
4.2 The Subscriber may select further features against payment as specified on https://lumiformapp.com/pricing.
4.3 The Subscriber can add further Authorized Users with the originally registered account that holds administrative rights for the Subscriber Account (e.g. billing rights). Each Authorized User added in this way is automatically billed at the current price as specified on https://lumiformapp.com/pricing. For clarification: If an Authorized User is added by a user with admin rights in the aforementioned manner, the addition is binding and the Subscriber has to pay the respective fee for such added Authorized User.
4.4 The Subscriber is granted a non-exclusive, non-transferable, non-sublicensable, revocable right, restricted to the term of the Contract or these GTC, to use the App on Lumiform IT infrastructure according to these GTC and according to the contract and for the Service. In particular, the Subscriber is not entitled to make the App or Service accessible to third parties, to copy, decompile, reversely engineer or edit it beyond the Service.
4.5 The Subscriber may only use forms and additionally available content of the app (“App Content”) set out in in the contract and these GTC. In particular, the Subscriber may not (i) rent, lease, distribute, license, sublicense, sell, transfer, assign, distribute or otherwise grant access to the Service or App Content to any third party; (iii) reproduce, modify, adapt, create derivative works from, or adapt the Service or App Content; (iv) reverse engineer, disassemble, decompile, transfer, exchange or translate the Service or App Content, or otherwise attempt to obtain or derive the source code or API; (iv) remove or tamper with any disclaimer or other legal notice; (v) combine all or any part of the Service or App Content with any other software, data or material; (vi) store or use any data not owned by you in an archival or other searchable database.
4.6 The Subscriber may only use the access to the App itself and on a maximum of three devices per Authorized User, and only for the Service.
4.7 Lumiform merely provides the IT functions of the App. Lumiform is not responsible for establishing and maintaining the data link between the Subscriber’s IT systems and the router exit of the Lumiform data centre or its subcontractor’s data centre through whose server the software is operated (“Transfer Point”). Lumiform is not responsible for malfunctions beyond the Transfer Point.
4.8 The provision of the necessary internet access is not part of the Contract. The Subscriber is responsible for the procurement and maintenance of the necessary hardware and connections to public telecommunications networks. Lumiform is not liable for the security, confidentiality or integrity of the data communication, which is conducted via third party communication networks. Lumiform is also not liable for malfunctions in data transmission caused by technical errors or configuration problems on the part of the Subscriber.
4.9 Unless otherwise agreed, the Subscriber grants Lumiform a non-exclusive, transferable, sublicensable right to use the data entered by the Subscriber into App for the purpose of performing the Service and any additional services according to these GTC and the Contract.
4.10 Section 4.9 also applies to forms that have been amended or created by the Subscriber and have been (re-)uploaded to Lumiforms template library to be accessed by other Subscribers.
5. Cooperation Obligations of the Subscriber
5.1 The Subscriber shall
- (a) not pass on the access details to the Subscriber Account to third parties and shall protect them against third-party access.
- (b) instruct Authorized Users appropriately, particularly if the Subscriber permits them to use App on their own end device.
- (c) inform Lumiform in case of suspected abuse of the App without undue delay.
- (d) only enter data, texts, pictures and other content to the Subscriber Account that comply with applicable law, do not infringe third party rights and that the Subscriber is legally entitled to enter without any restrictions.
5.2 Lumiform may monitor the proper contractual use of the App by adopting suitable technical measures in compliance with data protection law and enforcing them if necessary, for instance by restricting access or blocking access or deleting content entered by the Subscriber that infringes applicable law or these GTC. Lumiform also reserves the right to change the access details of Subscribers or Authorized Users for reasons pertaining to security; in such cases, Lumiform will promptly inform the Subscriber of this fact.
5.3 The Subscriber shall communicate any defect of the App to Lumiform immediately upon appearance. Lumiform shall remedy any duly notified defects appearing in the software within a reasonable period of time.
5.4 Breaches of cooperation obligations can lead to extra expenses for Lumiform. The Subscriber must repay these extra expenses except the Subscriber is not responsible for the extra expenses.
6. Service Level
6.1 If Lumiform plans to decommission the App in part or in whole at times, Lumiform must announce this at least three business days before the planned decommissioning. The Subscriber may only object to this decommissioning if there is good cause, and this objection must be submitted without undue delay. If possible, Lumiform will name a replacement time unless the decommissioning cannot be postponed.
6.2 Lumiform intends to use state-of-the-art technology and shall be entitled to regularly carry out or introduce updates, new versions or upgrades of the software in order to adapt the App to new technical or commercial requirements, to implement new features, or to make changes to existing features in order to improve the App.
7. Liability and Damages
7.1 Lumiform assumes unlimited liability for willful intent and gross negligence on the part of Lumiform, its agents and legal representatives; Lumiform only accepts liability for simple negligence in the event of breaches concerning cardinal contractual duties.
7.2 Liability for breaches of cardinal contractual duties is restricted to the damages which are typical for this type of contract and which Lumiform was able to anticipate when establishing the Contract based on the circumstances known at that time.
7.3 The no-fault based liability pursuant to Section 536 a Paragraph (1) BGB for defects in the software existing at the time of contracting shall be excluded, unless the defect relates to a feature of the software essential for the Service.
7.4 Lumiform is only liable for the loss of data according to the above paragraphs if the Subscriber could not have prevented this loss by adopting suitable data backup measures.
7.5 The present limitations of liability do not apply if explicit guarantees have been made, for claims due to a lack of warranted qualities or for damages due to injury of life, body or health. Liability according to the product liability law also remains unaffected.
7.6 If the Subscriber downloads any material, the Subscriber does so at the Subscriber’s own risk. The Subscriber understands that the Subscriber downloads that has not been validated in any way and is not specifically tailored to the Subscriber’s requirements and that the Subscriber should not rely on it in any way. It is the Subscriber’s responsibility to modify the material to meet the Subscriber’s specific requirements. To make the materials specific to the Subscriber’s intended use, the Subscriber should seek professional advice from a qualified person.
7.7 Lumiform accepts no liability for breakdowns of the cloud.
7.8 The Subscriber is obliged to immediately notify any damage pursuant to the above liability provisions to Lumiform in text form or to have such damage documented by Lumiform, so that Lumiform has a chance to mitigate the damage together with the Subscriber.
7.9 The Subscriber indemnifies and holds Lumiform 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 Lumiform in connection with the Subscriber’s use of the App insofar as such claims do not result from willful or grossly negligent behaviour of Lumiform or its legal representatives or agents (gesetzliche Vertreter oder Erfüllungsgehilfen). This indemnification obligation comprises the reimbursement for appropriate costs that Lumiform incurred in the course of asserting or defending its legal rights in this context.
7.10 This liability arrangement shall also apply in favor of legal representatives and agents of Lumiform if claims are asserted directly against them.
8. Limitation of Claims
Claims of the Subscriber based on the breach of any duty not consisting of a defect become time-barred, except in the event of intention or gross negligence, within one year from beginning of the limitation period. This shall not apply if the damage in question incurred by the Subscriber consists in personal injury. Claims for personal injury become statute-barred within the statutory limitation period.
9. Remuneration and payment conditions
9.1 The Subscriber shall pay Lumiform the subscription fee as specified on https://lumiformapp.com/pricing at the time of conluding the Contract or in the order form. For Additional Services, the Subscriber shall pay Lumiform the respective fee as specified on https://lumiformapp.com/pricing or in the order form. For additional Authorized Users, the Subscriber shall pay Lumiform the respective fee as specified on https://lumiformapp.com/pricing or in the order form.
9.2 All prices are net. VAT shall be added where applicable.
9.3 The remuneration shall be due immediately after receipt of the Invoice and if not otherwise stated on the invoice or the offer, payable within 30 days after receipt.
9.4 If the Subscriber chooses to pay by Credit Card and, for a reason not within Lumiforms responsibility, the amount due can not be charged on the Credit Card, Customer is obliged to provide a new payment method or pay the amount according to Section 9.3.
9.5 Lumiform’s claim for remuneration shall be independent of whether the Subscriber actually makes use of the App.
9.6 Lumiform may, by written notice to the Subscriber, change the subscription fees for the subscription period following the notice. In this case, Lumiform will send the notice about the upcoming fee change to the Client at least one month prior to the end of the the subscription period in question. This notice represents Lumiform’s offer to conclude the following subscription period at the new fees. The Subscriber may terminate the subscription after receipt of the notice to the end of the current billing period. If the Subscriber does not terminate the subscription and makes use of the Service in the following subscription period, the fee change shall be deemed accepted by the Subscriber.
10. Duration, Termination and Cancellation of Service
10.1 The Contract is concluded for a fixed term which will automatically renew for periods equal to the original term unless the Subscriber terminates the Contract to the end of the then current term. Lumiform may terminate the Contract to the end of each term with a notice period of 1 month.
10.2 The right to extraordinary termination for good cause remains unaffected. Good cause for Lumiform includes, inter alia, any breach of Subscriber’s obligations according to Sections 11 or 12.
10.3 Lumiform may terminate the right to use the free version or make use of any free content at any time.
10.4 Terminations shall be declared through the Subscriber Account.
11. Data Protection and Data Security
11.1 The Subscriber is aware of the general risk that transmitted data may be intercepted during transmission. This applies not only to the exchange of information via e-mails that leave the system, but also to all other data transmission. For this reason, the confidentiality of data transmitted when using App cannot be guaranteed.
11.2 The Subscriber is obliged to comply with applicable data protection laws with respect to the personal data of third parties, such as other Subscribers, which the Subscriber may obtain when using App. The Subscriber will only use this data for contractual communication or for communication prior to entering into a contract. The Subscriber will instruct all of its executive bodies, employees, representatives, Authorized Users and agents accordingly.
11.3 The Subscriber agrees that Lumiform may freely use, exploit and further develop all non-personal data and feedback provided by the Subscriber for the purpose of demand-oriented design, marketing, further development, optimization and the provision of App. Such data shall only be used anonymously or in aggregated form, without its origin being attributable to individual Subscribers.
12.1 “Confidential Information” means all business secrets, the existence and content of the business relationship between the parties as well as all other information on App that is non-public, confidential and/or protected.
12.2 The parties are obliged
- (a) To treat the other party’s Confidential Information as strictly confidential, and only to use such information for the purpose of fulfilling contractual obligations resulting from the contractual relationship with the Subscriber,
- (b) To refrain from passing on or disclosing the other party’s Confidential Information to third parties and to refrain from providing access to Confidential Information for third parties,
- (c) To adopt appropriate measures to prevent unauthorized persons from obtaining access to the other party’s Confidential Information.
12.3 The obligations listed in Paragraph 2 do not apply to Confidential Information
- (a) that was general knowledge or generally accessible to the public before it was disclosed to the other party, or that becomes public without violating any confidentiality obligations;
- (b) that was already known to the receiving party before it was disclosed and it can be demonstrated that no confidentiality obligations were violated;
- (c) that was developed independently by the receiving party without the use or reference of the disclosing party’s Confidential Information;
- (d) that is handed over or made accessible to the receiving party by an authorized third party without violating any confidentiality obligations;
- (e) that must be disclosed due to mandatory statutory provisions or a court decision and/or a decision of an authority.
12.4 The parties shall ensure through suitable contractual arrangements that the employees and contractors working for them shall also, without temporal restriction, refrain from individual use or disclosure of Confidential Information. The parties shall only disclose to employees or contractors Confidential Information to the extent such employees or contractors need to know the information for the fulfilment of the Contract.
12.5 The Subscriber consents that Lumiform may disclose the collaboration between the parties for marketing purposes and may also use the company logo of the Subscriber in this context. The Subscriber may revoke this consent at any time by declaration in text form.
12.6 The obligations under Section 12 of this document continue to apply for a period of three years after the termination of the contractual relationship. Statutory provisions concerning the protection of business secrets remain unaffected.
13. Changes to these GTC
Lumiform reserves the right to change or amend these GTC in whole or in part with future effect for the following reasons: legal or regulatory reasons, security reasons, to further develop or optimize existing qualities of Lumiform services and to add additional qualities, to adapt to technical progress and make technical adjustments, or in order to guarantee the future functionality of the Service provided by Lumiform, or to introduce fees. Lumiform will inform the Subscriber of any changes, communicating the specific content of the modified provisions with sufficient advance notice at least two weeks before the planned entry into force of the changes. The changes are deemed accepted by the Subscriber if the Subscriber does not object to them within six weeks upon receipt of the notification. In the change notification, Lumiform will separately inform the Subscriber concerning the right of objection and the above-mentioned legal consequences of remaining silent.
14. Final provisions
14.1 The Subscriber shall only have a right to set-off, reduction and/or retention against Lumiform if its counterclaim has been legally established, undisputed or acknowledged by Lumiform. Furthermore, the Subscriber may only exercise a right of retention if the counterclaim is based on the same contractual relationship. The Subscriber’s right to reclaim remuneration not actually owed shall remain unaffected by the limitation of this Section.
14.2 All declarations concerning and amendments to the Contract and these GTC including this form requirement must be submitted in text form (e.g. e-mail). This also applies to amendments of this clause.
14.3 The Contract and these GTC shall be governed by the laws of the Federal Republic of Germany.
14.4 Berlin shall be the place of fulfilment and exclusive place of jurisdiction for all disputes arising out of or in connection with the Contract and these GTC. However, Lumiform is entitled to bring legal action at the registered seat of the Subscriber. In case the registered seat of the Subscriber is outside the European Economic Area all disputes arising out of or in connection with the Agreements shall be finally settled in accordance with the Arbitration Rules of the German Arbitration Institute (DIS) without recourse to the ordinary courts of law. The arbitral tribunal shall be comprised of a sole arbitrator. The seat of the arbitration is Berlin, Germany and the language of the arbitration shall be English.
14.5 The GTC are written in both German and English. In case of discrepancies or contradictions between the German and the English version, the German version shall prevail.