Status: December 31, 2024
You can find our previous terms as of August 17, 2023 here
USE OF SERVICES AND WEBSITE AND CONCLUSION OF SUBSCRIPTION AGREEMENT: The use of this website and the services provided by Secfix GmbH on this website and the web application (secfix.com and app.secfix.com are referred to as "Website") is subject to the following Terms and Conditions ("T&Cs").
The Subscription Agreement means the entirety of the contractual customer relationship and is effective as of the effective date of the respective signed order form (such form being an "Order Form" and such date being the "Effective Date") and is entered into between Secfix GmbH ("Secfix") with its registered office at Salvatorplatz 3 c/o Mindspace, 80333 Munich, Germany, registered in the Commercial Register of the Local Court of Munich under file number HRB 280059, and the customer ("Customer") specified on the Order Form (each a "Party" and together the "Parties"). These T&Cs shall become an integral part of the Subscription Agreement. In the event of any inconsistency or contradiction between the terms of the GTC and the terms of an Order Form, the terms of the Order Form shall prevail
1) DEFINITIONS
The term "Agreement" refers to these Terms and Conditions, the Privacy Policy and other documents made available to you on the Website.
"Terms and Conditions" or "T&Cs" means these pre-formulated contractual provisions.
"Contract" or "Subscription Agreement" means the entire consent to the Subscription, consisting of the Order Form and the T&Cs.
"Secfix", "Secfix GmbH ", "we", "us" and "our" are references to Secfix.
"User", "you" and "your" means the person who accesses the Website to use or utilise a service from us. User means any company, partnership, sole trader, person, legal entity or association utilising services from this Website.
"Order Form" means an order form, quotation or similar documentation that contains the services and prices described, refers to this Agreement and is executed jointly by the Parties.
"Services" means the products and services ordered by the Customer from Secfix under an Order Form with reference to the T&Cs (together with the services described in the relevant Order Form or documentation).
"Website" means and includes Secfix and any successor website of the company or any of its affiliates and the Secfix platform.
2) CONSENT AND ACCEPTANCE
Please read these Terms of Use, our Privacy Policy and any applicable Supplemental Terms (collectively, the "Terms") carefully, as they contain terms that affect your rights, obligations and remedies in connection with your use of the Services and content. The Terms include, for example:
Your access to and use of our Services is conditional on your acceptance of and compliance with all applicable Terms. If you do not agree to these Terms or our Privacy Policy, please discontinue use of our Services immediately. By accessing, browsing and/or using our Services after any updates to these Terms have been posted, you agree to be bound by the updated Terms. These Terms and our Privacy Policy constitute a binding agreement between you and Secfix.
Consequences of non-compliance with the regulations
Failure to comply with the Terms may result in suspension or cancellation of your account and/or your access to our Services and may result in civil and criminal penalties.
3) AGE RESTRICTION
You must be at least 18 (eighteen) years of age to use this Website or the related Services. By using this Website, you represent and warrant that you are at least 18 years of age to legally enter into this Agreement.
4) SUBSCRIPTION
Fees: Customer shall pay the fees set forth in the Order Form (the "Fees"). Unless otherwise specified herein or in an applicable Order Form.
Payment: Taxes. Secfix will invoice Customer for the Fees within thirty (30) days of the Effective Date, either as part of the Services or directly. Customer will pay all invoiced Fees net within thirty (30) days of the invoice date. Fees do not include any local, state or federal taxes or duties of any kind, and such taxes shall be assumed and paid by Customer, except for any taxes Secfix is required to pay based on Secfix's income or revenue.
Price adjustment: If the total acquisition costs of Secfix change after conclusion of the Contract, the Parties shall be entitled to adjust the remuneration at their reasonable discretion by declaration in text form, but not beyond the scope of the change. If the change in the monthly Fee is more than 5%, the aggrieved Party may withdraw from the Contract by written notice within 3 weeks from receipt of the notice of the adjustment of the Fee.
Blocking in case of late payment: Secfix is entitled to block access to the Services immediately if Customer has not paid at least fifteen (15) days after the respective due date. In all other respects, the statutory rights shall apply in the event of default of payment, in particular in connection with the assertion of damages caused by default and interest.
Non-utilisation: The obligation to pay remuneration shall remain in force even if the Service can be utilised after the order has been placed but is not utilised.
5) TERM AND CANCELLATION
Term: This Agreement shall commence on the Effective Date and shall continue for the Initial Term and all Renewal Terms as specified in the Order Form, unless terminated in accordance with this clause (the Initial Term and all Renewal Terms together: the "Term"). If not specified in the Order Form, the Initial Term shall be for one year and shall automatically renew for successive one-year terms unless Customer gives Secfix forty-five (45) days' notice of cancellation prior to the end of the Term.
Termination for Cause: Either Party may terminate this Agreement for cause without notice. In particular, good cause shall exist (a) if a Party has notified the other Party of a material breach and such breach has not been cured after fifteen (15) days from the date of receipt of notice by the breaching Party; or (b) if the other Party becomes the subject of a petition in bankruptcy or other insolvency, receivership, liquidation or assignment proceeding for the benefit of creditors. Customer's failure to pay any Fees after ninety (90) days from the date of invoice and any Prohibited Use (as defined below) shall be deemed a de facto material breach of the Agreement.
Ordinary Termination: A Party may terminate the Agreement and any applicable Order Form either (i) in accordance with the renewal provisions of the Order Form or (ii) if such provisions are not specified, by giving written notice to the other Party forty-five (45) days prior to the expiration of the then-current Term.
Effects of cancellation and continuation
In the event of termination or cancellation of an Order Form or this Agreement, the following shall apply:
Termination of the Contract shall not limit the liability of either Party for obligations arising at or before the time of termination or for breaches of this Contract.
6) LICENCE AND USE OF THE SERVICE
Licences. We may provide you with certain information as a result of your use of the Website or Services as set out in the Order Form. This information may include, but is not limited to, documentation, data or information developed by us and other materials that may assist you in using the Website or our Services ("our Materials"). Subject to this Agreement, we grant you a non-exclusive, limited, non-transferable and revocable licence to use our Materials solely in connection with your use of the Website and the Services. Our Materials may not be used for any other purpose.
Feedback. Customer may from time to time provide Secfix with recommendations or comments for improvements or changes to the Services, new features or functionality, or other feedback ("Feedback"). Secfix will independently decide whether or not to incorporate any requested improvements, new features or functionality. Secfix shall have the unrestricted right to use, incorporate and otherwise fully exercise and exploit any such Feedback in connection with its products and services without any obligation to compensate or reimburse Customer.
Restrictions. The following restrictions (the "Licence Restrictions") apply to the rights granted below:
(a) 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, object code or underlying structures, ideas or algorithms of the Services or any data related to our Services;
(b) attempt to probe, scan or test the vulnerability of the Services, breach the security or authentication measures of the Services without proper authorisation, or intentionally render any part of the Services unusable;
(c) use or access the Services to develop a product or service that competes with Secfix's products or services, or to conduct competitive analysis or benchmarking;
(d) share, transfer, distribute, resell, lease, licence or assign the Services or otherwise offer the Services on a stand-alone basis; or
(e) use the Services in any manner other than as expressly authorised in this Contract and the relevant Order Form.
7) CONFIDENTIALITY
Confidentiality. If the Parties have entered into a separate mutual confidentiality agreement, such agreement shall govern.
"Confidential Information" shall mean any information or material provided to the receiving Party by the disclosing Party, whether orally, in writing or in electronic form, that is confidential, proprietary or otherwise not available to the public or that the receiving Party should reasonably believe to be confidential based on the nature of the information or the circumstances of its disclosure. For the sake of clarity, the Parties recognise that Confidential Information includes the terms of this Agreement.
Except as expressly permitted in this Agreement, the receiving Party shall not disclose, reproduce, publish, distribute or otherwise make available in any form to any person, entity or organisation without prior written consent. The receiving Party may use the disclosing Party's Confidential Information only to fulfil its obligations under this Agreement, which in the case of Secfix includes the provision of the Services. The confidentiality obligation shall not apply to the extent that the receiving Party is required to disclose the Confidential Information by law or by a final or binding administrative or judicial decision. Likewise, information is not subject to confidentiality obligations if it was previously known. The receiving Party undertakes to agree a regulation with all employees and subcontractors with the same content as the preceding paragraph.
8) DATA PROCESSING
Personal data:
The Parties shall comply with the applicable data protection regulations applicable to them. In order to perform the Services, it may be necessary for the Customer or its employees to provide personal data. Our Privacy Policy applies to this processing.
Technical data and commercial data: The Customer shall continue to retain its ownership rights to all technical data and economic data processed under this Contract.
Usage data: Metrics and information about Customer's use of the Services, including information about how authorised users use the Services, is referred to as usage data. Secfix owns all usage data.
Secfix's use of data: Customer grants Secfix all rights of use of transmitted data to the extent necessary to provide the Services and in accordance with data protection laws. This includes in particular:
Communication. Secfix may communicate with Customer or authorised users
If the Customer or an authorised user does not wish to receive such notifications, the Customer may send an email to hello@secfix.com. Customer and necessary authorised users will always receive transactional messages that are necessary for Secfix to provide the Services (such as billing notifications and product usage notifications).
Improvement of the Services. Secfix may collect usage data and engage third parties to collect usage data in order to develop new features, improve existing features or to develop sales and discount strategies based on Secfix's legitimate interest in improving the Services. If personal data is processed in the legitimate interest, an objection can be raised against this. Secfix also anonymises usage data, so that in this case it is no longer service data or personal data within the meaning of the applicable data protection law.
Connection with third-party services. Customer may connect third-party services to the Services (e.g., Secfix may connect to Customer's single sign-on service to verify the 2FA status of Customer's employees). If Customer uses a third-party service to connect to Secfix, logs into the Services through a third-party authentication service, or otherwise provides Secfix with access to information from a third-party service, Secfix may receive other information, including personal data, from such third parties and combine such service or usage data based on Secfix's legitimate interest in providing Customer with features that support the Services. Secfix's access to such information of a third party service is always in accordance with the features and functionality, in particular with regard to the authorisation of the respective service. By authorising Secfix to connect to a third party service, Customer authorises Secfix to access, store, use and disclose all information provided to Secfix by such third party service in accordance with this Agreement.
Privacy for Services.
9) INTELLECTUAL PROPERTY
You acknowledge that the Website and all Services provided by us are the property of Secfix, including all copyrights, trademarks, trade secrets, patents and other intellectual property ("our Intellectual Property"). Any use for unlawful or infringing purposes is prohibited. In particular, you may not reproduce or distribute our Intellectual Property in any way, including electronically or by registering new trademarks, trade names, service marks or Uniform Resource Locators (URLs), without our express written permission.
10) USER OBLIGATIONS
As a User of the Website or our Services, you may be asked to register with us. If you do so, you will choose a user ID, which may typically be your email address or another term, and a password. You may also provide personal information, including but not limited to your name. You are responsible for the accuracy of this information. This information enables you to use the Website and the Services. You may not disclose this information to any third party, and if you become aware that your information has been compromised, you must notify us immediately in writing. Notification by email is sufficient. You are responsible for maintaining the security of your personal information and for notifying us of any changes to your personal information. Providing false or inaccurate information or using the Website or our Services to facilitate fraud or unlawful activity is grounds for immediate termination of this Agreement.
11) AUTHORISED USE
You agree not to use the Website or our Services for any unlawful purpose or for any purpose prohibited by this clause. You agree not to use the Website or our Services in any way that could harm the Website, the Services or Secfix's general business.
You further agree not to use the Website or the Services:
12) ASSUMPTION OF RISK
The Website and the Services are provided for communication purposes only. You acknowledge and agree that the information published on our Website is not intended as legal advice, medical advice or financial advice and that no fiduciary relationship has been created between you and us. You further agree that any purchase of products or services on the Website is at your own risk. We assume no responsibility or liability for any advice or other information provided on the Website and our customer service.
13) INDEMNIFICATION
The Customer warrants that the Content and data made available and used on the Website does not violate applicable law, official orders, third-party rights or agreements with third parties. The Customer shall indemnify the provider against claims asserted by third parties due to a breach of this clause upon first request.
14) WARRANTY
Secfix's Services constitute a pure service for which no specific success is guaranteed. You acknowledge and agree that (a) we do not warrant the accuracy, completeness, validity or timeliness of the information provided by us or third parties and (b) we are not responsible for the materials published by third parties.
The information or data provided on the Secfix Website (collectively, the "Information") is provided "as is" and without warranty of any kind. Secfix expressly disclaims all representations and warranties, including without limitation the implied warranties of merchantability and fitness for a particular purpose.
15) SPAM POLICY
You are strictly prohibited from using the Website or any of our Services for any illegal spamming activities, including harvesting email addresses and personal information from others or sending commercial bulk emails.
16) AMENDMENTS AND DEVIATION
Conditions. We may make changes to the Contract from time to time. For this purpose, these T&Cs may be amended in accordance with the following provisions. In particular, amendments may be made to reflect technical or legislative changes or changes in the product. Secfix shall notify Customer at least ten (10) days prior to the effective date of such changes. If Customer does not agree with the amendments or additions to the T&Cs, Customer may object to the amendments with a notice period of one (1) week prior to the intended effective date of the amendments or additions. The objection must be in text form. If Customer does not object, Customer shall be deemed to have accepted the amendments or additions to the T&Cs.
Secfix Service. You acknowledge that Secfix may modify, deprecate or republish the Secfix APIs for the Secfix Services or features of the Secfix Services from time to time and that it is your responsibility to ensure that your calls or requests to the Secfix Services are compatible with the then-current Secfix APIs for the Secfix Services.
17) ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the Parties with respect to the use of this Website. This Agreement supersedes all prior or contemporaneous agreements or understandings, whether written or oral, regarding the use of this Website.
18) SERVICE INTERRUPTIONS
We may need to interrupt your access to the Website to perform scheduled or unscheduled maintenance or emergency services. You agree that your access to the Website may be affected by unforeseen or unscheduled downtime for any reason, but that we will not be liable for any damages or losses incurred as a result of such downtime.
19) LIMITATION OF LIABILITY
The Parties shall be liable without limitation in cases of intent, gross negligence and culpable injury to life, limb or health.
Notwithstanding the above cases of unlimited liability, the Parties shall only be liable to each other in the event of a slightly negligent breach of duty in the event of a breach of material contractual obligations, i.e. obligations whose fulfilment is essential for the proper performance of the Contract or whose breach jeopardises the achievement of the purpose of the Contract and on whose compliance the other Party may regularly rely, but limited to the damage foreseeable at the time of conclusion of the Contract and typical for the Contract.
The above limitations of liability shall not apply to liability under the Product Liability Act or within the scope of guarantees given in writing by one of the Parties.
This limitation of liability shall also apply in favour of employees, representatives and bodies of the Parties.
20) TRIAL PERIOD
If a trial period has been agreed, access to the Services will be granted for the agreed period or the initial registration. After expiry of the trial period, there is no longer any right of use and processed data can be deleted. This does not apply if a regular user agreement is concluded beyond the trial period. There is no guarantee for the features of the Services during the trial period. The scope of the Services during the trial period may - depending on the underlying agreement - differ from the regular subscription. If there is such a deviation, this is noted in the Order Form.
21) GENERAL PROVISIONS: