Terms of Use for PERI Applications

of

PERI VERTRIEB DEUTSCHLAND GMBH & CO. KG

Daimlerstraße 24-28, 89264 Weißenhorn, Germany

 

Contents

Scope of these terms of use for PERI Applications.

Part A – General Terms of Use

1          Scope

2          Conclusion of contract

3          Services from PERI

4          Intellectual property, rights and know-how

5          Use of subcontractors by PERI

6          Duties of the User

7          Communication with Users

8          Responsibility of the User with regard to external factors

9          Granting of rights to User Content

10        Consequences if the User violates these Terms of Use of use

11        Support

12        Data protection

13        Confidentiality

14        Other

Part B – Special Terms of Use Basic Services

1          Scope

2          User rights of use

3          Quality standard and rights of the User for defects

4          Limitation of liability

5          Term of the Basic User Relationship and termination

Part C – Special Terms of Use Premium Services

1          Scope

2          User rights of use

3          Remuneration, invoicing and payment

4          Special obligations of Corporate Customers

5          User’s claims for defects

6          Limitation of liability

7          Term of the Premium User Relationship and termination

8          Exemption

Part D – Special Terms of Use On-Premise Software

1          Scope

2          User rights of use

3          Remuneration, invoicing and payment

4          Special obligations of the User for On-Premise Software

5          User’s claims for defects

6          Limitation of liability

7          Term of Trial Periods

8          Exemption

Appendix 1 Service Description

1          Basic Services

2          Premium Services

3          On-Premise Software Services

Appendix 2 Description of the Applications and the Portal

1          Applications

2          Portal

Appendix 3 Acceptable Use Policy for Administrators and Invited Users

1          What is the scope of validity of this Policy?

2          What rights of use do you have?.

3          What rights do you grant PERI to your User Content?

4          What obligations do you have?

5          What is the Term of your Account?

6          Who is responsible for processing your personal data?

 

Scope of These Terms of Use For PERI Applications

 

(1)   General. These terms of use for PERI Applications (“Terms of Use”) govern the use of the software, apps and tools provided by the PERI SE (“Applications”), on the websites of PERI SE, Rudolf-Diesel-Straße 19, 89264 Weißenhorn, Germany (“PERI”, “we” or “us”), which terms shall include PERI SE’s subsidiaries and affiliates; however, the reference shall not bind the subsidiaries or affiliates to any obligations with respect to any Applications or these Terms of Use unless the subsidiary or affiliate executes a separate writing expressly agreeing to be bound to such obligations; otherwise, each subsidiary and affiliates shall only be an express beneficiary of any rights conveyed to PERI SE hereunder), in particular on www.peri.com, including all language versions and national websites of PERI SE, as well as Applications provided on any websites of any subsidiaries or affiliates of PERI SE (together, “PERI Websites”), and including access to the Applications and access to the myPERI Portal at www.my.peri.com (“Portal”). They also apply to the use of Applications that PERI SE makes available for download in download stores such as Apple AppStore or Google PlayStore for you as a User (“User” or “you”). PERI and the User are each referred to in these terms of use as a “Party” and jointly as the “Parties”. These Terms of Use shall also apply if the User accesses the Applications and/or the Portal via a redirection from an external website or via hyperlink from an external source. These Terms of Use shall govern the User’s use of the Applications unless PERI and the User have expressly agreed in writing otherwise, and such writing specifically disclaims these Terms of Use.  

(2)   Third-party applications. Furthermore, under certain circumstances, PERI may enable the User to access third-party applications via the PERI Websites and/or by using the Portal. PERI is not a contractual partner of the User for the provision of third-party applications. PERI merely provides the User with the opportunity to enter into a contractual relationship with the third-party provider for the use of the third-party application. PERI is further not a partner of any third-party hosting, operating or controlling any third-party applications. Any links to third-party applications or websites are provided as a convenience only. Such third-party applications and websites are not under PERI‘s control. We are not responsible for the content of any third-party application or website or any link contained in a third-party website or any application. We do not review, approve, monitor, endorse, warrant, or make any representations with respect to any third-party application or website, and the inclusion of any link in any third-party application or website on any PERI Website is not and does not imply an affiliation, sponsorship, endorsement, approval, investigation, verification or monitoring by us of any information contained in any third-party application or website. In no event will we be responsible for the information contained in any such third-party application or website or for your use of or inability to use any third-party application or website. Access to any third-party application or website is at your own risk, and you acknowledge and understand that linked third-party applications or websites may contain terms and privacy policies that are different from ours. We are not responsible for such provisions, and expressly disclaim any liability for them.The User has no claim against us relative to the procurement or negotiation or conclusion of contracts with third parties. PERI is not authorised to accept any legal declarations, authorisations or other legal documents (Willenserklärungen) that are to be made or provided to the third-party provider of any applications or websites. PERI recommends that the User carefully read and retain the contractual terms and conditions of the third-party provider. For the use of the application of the third-party provider, the contractual terms and conditions of the respective third-party provider apply. Therefore, Users have claims for the use of or in connection with the use of the third-party provider’s applications exclusively against the third-party provider. These Terms of Use do not apply to the use of third-party applications.

(3)   Third-party download stores. If the User downloads the Applications from a third-party store, such as Apple AppStore or Google PlayStore, that store may additionally require the User to accept the Store’s Terms of Use or other contractual Terms of Use. PERI is not authorised to accept legal declarations, authorisations or other legal documents to be made to the store. PERI recommends that the User carefully read and retain the contractual Terms of Use of the store. These Terms of Use do not apply to the download process from a third-party store. In no event will we be responsible for the information contained in any download store website or app or for the download of any applications, inlcuding any PERI Applications from a download store’s website, including, but not limited, to any failures or problems caused by downloading any applications from a third-party download store.

(4)   Priority of these Terms of Use. These Terms of Use apply exclusively to any and all use of PERI Applications and the Portal as well as to all addenda and changes to the Applications and/or the Portal, unless PERI has agreed otherwise with the User in writing expressly disclaiming these Terms of Use. Any conflicting, deviating or addendum to the User’s terms and conditions will not become part of these Terms of Use or operate to novate or modify the same, even if PERI is aware of them, unless their validity is expressly agreed to in writing by PERI. Insofar as the User objects to these Terms of Use with reference to User’s own terms and conditions, the User’s own terms and conditions are hereby expressly objected to, and by using the Application and/or Portal, the User expressly agrees to these Terms of Use.

(5)   No guarantees. PERI does not guarantee the end results of using any Application or Portal or that it will remain free of any defect or error. Representations in these Terms of Use, in any technical information related to any Application or Portal, User instructions, and/or product and project descriptions are not guarantees. The granting of a guarantee requires the express written confirmation of PERI. User acknowledges and agrees that the use of any Application or Portal is at User’s sole risk. The Application, Portal and related documentation are provided “AS IS” and without any warranty of any kind and PERI EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

(6)   Structure. Certain Applications that we make available to you are free of charge or include a free trial period before the Application becomes chargeable. We make our chargeable Applications available for use contingent upon User’s compliance with payment obligations. PERI provides the Applications and the Portal for cloud-based operation as so-called Software-as-a-Service (SaaS), unless expressly described otherwise in Appendix 2 (e.g., provision via download for local operation on the User’s terminal device as On-Premise Software). Our Terms of Use, therefore, have the following structure:

·         The provisions in Part A – General Terms of Use apply to all Users who use the Applications and/or the Portal regardless of whether it is provided via SaaS or On-Premise Software.

·         For Users who use the Applications and/or the Portal exclusively free of charge via SaaS, the provisions in Part B – Special Terms of Use Basic Services apply in addition to Part A – General Terms of Use.

·         For Users who use the Applications and/or the Portal in a manner that is not exclusively free of charge via SaaS, the provisions in Part C – Special Terms of Use Premium Services apply in addition to Part A – General Terms of Use.

·         For Users who use On-Premise Software – whether for a fee or free of charge – the provisions in Part D – Special Terms of Use On-Premise Software apply in addition to Part A – General Terms of Use.

·         “Terms of Use” means all terms set forth in Part A – General Terms of Use and, if applicable per the above, Part B – Special Terms of Use Basic Services or Part C – Special Terms of Use Premium Services or Part D – Special Terms of Use On-Premise Software.

·         References to any provision of these Terms of Use shall refer to the relevant clause (Clause) of Part A, B, C or D of the Terms of Use in which the reference is contained, unless expressly stated otherwise.  The following chart is a guide only to visually demonstrate the applicable Parts of the Terms of Use:

 

	Part A – General Terms of Use	Part B – Special Terms of Use Basic Services	Part C – Special Terms of Use Premium Services	Part D – Special Terms of Use On-Premise Software	Appendix 1 – Service Description	Appendix 2 – Description of the Applications and the Portal	Appendix 3 – Acceptable Use Policy for Administrators and Invited Users
Free use of Applications	þ	þ	ý	ý	þ	þ	ý
Chargeable[1] use of Applications	þ	ý	þ	ý	þ	þ	þ, if access for several end users is granted in accordance with the contract (Invited User)[2]
Free use of the Portal	þ	þ	ý	ý	þ	þ	ý
Chargeable[3] use of the Portal	þ	ý	þ	ý	þ	þ	þ, if access for several end users is granted in accordance with the contract (Invited User)[4]
Use of On-Premise Software[5]	þ	ý	ý	þ	þ	þ	ý

 

Part A – General Terms of Use

 

1        Scope

The provisions in Part A – General Terms of Use apply to all Users who use the Applications, On-Premise Software and/or the Portal.

2        Conclusion of Contract

2.1       An enforceable contract between the User and PERI for the use of any Application or Portal is concluded (meaning, finalized) as follows: 

2.1.1       Basic Services Contract:  When the User completes and submits the order process or forms for the Basic Services and activates the account or access data provided by PERI for the download, use or activation of the Application or Portal, which shall be deemed acceptance of these Terms of Use, a binding contract is concluded with the User for the free use of the Basic Services ordered by the User (“Basic User Relationship”).

2.1.2       Premium Services Contract: When the User completes and submits the process order or forms for the Premium Services and activates the account or access data provided by PERI for the download, use or activation of the Application or Portal, which shall be deemed acceptance of these Terms of Use, a binding contract is concluded with the User for the use of the Premium Services ordered by the User and for which payment shall be made by User in accordance with the process order or forms and is an express condition of use the Premium Services (“Premium User Relationship”).

2.1.3       On Premise Software Contract: When the User completes and submits the process order or forms  for the On-Premise Software and installs or activates the account, software or access data provided by PERI for the download, use or activation of the On-Premise Software, which shall be deemed acceptance of these Terms of Use, a binding contract is concluded with the User for the use of the On-Premise software ordered by the User, the fees for which, if applicable, shall be governed by the terms of the separate order form and the payment of which shall be an express condition of the use of the On-Premise Software (“On Premise Software Contract”). (The term “Service Contract” as used herein shall include the relevant Basic Services Contract, Premium Services Contract or On-Premise Software Contract, as applicable, and the respective Relationship created thereby, as well as these Terms of Use. For clarity, the process order or order form as referenced in Clause 2 of this Part (or elsewhere in these Terms of Use) shall be included as part of the applicable Service Contract).

2.2       The order form completed and signed by the User, which must be in writing (and may be sent via electronic means and digitally signed, and given the same legal effect as a handwritten signature), represents a binding offer by the User for the services specified in the order form in accordance with these Terms of Use, and is concluded or final when PERI sends the user name and access data to the applicable Application, Portal and/or On-Premise Software to the email address of the User specified in the order form.

2.3       The Basic or Premium User Relationship or the On-Premise contract is personal and non-transferable by the User.

2.4       The services are not aimed at consumers within the meaning of section 13 of the German Civil Code (Bürgerliches Gesetzbuch – “BGB”), and is not a service (or product) to be used for personal, social, family or household purposes.

2.5       If the User is a legal entity, the acting persons assure that they have sufficient authority to represent the respective legal entity.

3        Services from PERI

Within the framework of the Basic User Relationship, PERI will provide the agreed Basic Services (“Basic Services”) described in more detail in Appendices 1 and 2.  Within the framework of the Premium User Relationship, PERI will provide the agreed Premium Services (“Premium Services”) described in more detail in Appendices 1 and 2. Within the framework of the On-Premise Contract, PERI will provide the On-Premise software services described in more detail in Appendix 2 (“On-Premise Software Services”). The Basic Services, Premium Services and On-Premise Software Services are collectively referred to as “Services”, and shall have the meaning applicable to the agreed services provided under the Service Contract. Future versions of the Services may include additional functionalities.

4        Intellectual property, rights and know-how

PERI shall be deemed the owner of and maintain all rights attendant with any issued domestic and foreign patents, patent applications pending, patent applications in process, trademarks, trademark registrations, trademark registration applications, service marks, service mark registrations, service mark registration applications, copyright registrations, copyright registration applications, license agreements, rights acquired through litigation, logos, trade names, and/or slogans developed in whole or part by PERI and all books and training manuals published or printed by or on behalf of PERI and any Application, Portal, software, form or database developed in whole or part by PERI (the foregoing, along with know-how and trade secrets owned by PERI which are material to the operation of PERI are hereinafter collectively referred to as the "Intellectual Property").  Any Application, Portal, form, database, or software that is altered, conceived, made, or developed in whole or in part by PERI (including any developed jointly with you) during or as a result of any relationship with you shall become and remain the sole and exclusive property of PERI. You agree to make no claim in the rights or ownership of any such Intellectual Property, other than any license specifically conveyed under these Terms of Use. Unauthorised violation of PERI’s Intellectual Property rights, including, but not limited to, the unauthorised redistribution or dissemination of the same could materially and irreparable harm PERI, and subject you to an injunction, civil liability, punitive damages or other legal sanctions. The User recognises that the User does not own or acquire any rights other than those expressly granted under these Terms of Use.

5        Use of subcontractors by PERI

PERI is authorised to use qualified subcontractors to perform the Services, including, but not limited to, a third-party data centre to host software or an application, provide data processing, data storage or backup, data security, User support, provide disaster recovery services and/or consultants or developers of source codes, software updates or other technical information, maintenance, upgrades, fixes or patches.

6        Duties of the User

6.1       The User assures that any content entered or uploaded by the User in the Portal or Applications (“User Content”) does not violate any intellectual property rights of third parties such as copyrights, trademark rights, rights to a name or otherwise protected rights. You agree to indemnify PERI for any third-party claims for infringement, misappropriation or other violation of any third-party’s intellectual property rights where such claims are made against PERI related to or arising out of User Content.

6.2       The User is not authorised to enter or load harmful content such as viruses, Trojans and malware into the Applications and/or the Portal.  The User shall not upload any User Content that is, itself, or the uploading of such User Content is a violation of any law of any jurisdiction or third-party rights.  You agree to indemnify PERI for any third-party claims and/or any costs or damages borne by PERI arising from any violation of this provision.

6.3       The User is obliged to refrain from any attempt, either himself or through unauthorised third parties, to retrieve information or data without authorisation, to intervene or allow unauthorised intervention in PERI programs, to penetrate or allow unauthorised intervention in PERI data networks, to use the Applications and/or the Portal in violation of the law, to investigate, exploit or test weak points in the Applications and/or the Portal, a PERI system or network, to create derivative works based upon the any Application, Portal or PERI system or network or any Intellectual Property owned by PERI, access any Application, Portal or PERI system or network to build a similar or competitive product,  reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of any Application, Portal or PERI system or network, to violate PERI security or authentication mechanisms. PERI may monitor or check the use of the Applications and/or the Portal and Services by the User in order to control whether the User uses the Applications, Portal and Services in accordance with these Terms of Use.

6.4       If PERI requests the User to set up a user account in order to use the Services, the User is obliged to set up such a user account only as instructed by PERI.

6.5       The User is expressly prohibited from forwarding access data to third parties and/or allowing third parties to use their personal access data without the expressly, written consent of PERI.

6.6       In accordance with these Terms of Use, the User shall back up any User Content and the content and work results created in accordance with the Services in a permissible manner, regularly and in accordance with the risk, and shall create User’s own backup copies in order to ensure the reconstruction of the data and information in the event of loss.  PERI is not liable for the loss of User Content.

7        Communication with Users

7.1       In providing attendant Services with the User’s use of any Applications, Software or the Portal, it may be necessary for PERI to communicate with the User from time to time (e.g., to send e-mails). The User agrees to this communication and will notify PERI of any change in contact information.

7.2       This Clause 7 does not constitute any obligation on the part of PERI to provide certain communication tools within the framework of the Applications and/or the Portal.

8        Responsibility of the User with regard to external factors

8.1       The User is solely responsible for any unavailability or lack of usability, as well as for any other malfunction of the Applications, the Portal and/or the Services due to the defectiveness or incompatibility of software or hardware used by the User to use the Applications, the Portal and/or the Services, as well as for malfunctions due to lack of availability or the functioning of the Internet access, electricity or other power source or other causes beyond PERI’s control.  PERI is not liable for any damages or losses incurred by User or to User’s User Content, hardware, other programs or software, data, business or relationships or contracts with third-parties arising from the foregoing unavailability or lack of usability or other malfunction of the Applications, the Portal and/or the Services.

8.2       In addition, the User is responsible for the services of third parties which the User uses to use or access the Applications, the Portal and/or the Services, including, but not limited to, any third-party services or equipment such as terminal equipment, software programmes, transmission paths or telecommunication services or technologies, power sources, or any disruptions caused by such third-party services or equipment.

9        Granting of rights to User Content

9.1       The User grants PERI for the duration of the Basic User Relationship, if applicable, or the Premium User Relationship, if applicable, the non-exclusive, royalty-free and sub-licensable right to use its User Content, which is necessary for PERI to provide Services to the User. This includes, among other things, the right to store such User Content, to edit it and to change its sequence, to convert it technically, to convert it into another format. PERI hereby accepts this granting of rights.

9.2       The User warrants that it is authorised to grant these rights to PERI.

10      Consequences if the User violates these Terms of Use

PERI expressly reserves the right to reject, block or, if necessary, delete User Content with immediate effect without stating reasons, reject, block or terminate any Services and/or access to any Application or Portal without notice, and/or to delete any User Content or restrict any access that violates these Terms of Use as well as the respective Basic User Relationship, if applicable.

11      Support

The User can send questions about Services and Applications as well as about the Portal and its use to apps-tools.service@peri.de.

12      Data protection

12.1     Users can find information on the processing of their personal data in the Privacy Policy for Users www.peri.com/datenschutz.html.  These Privacy Policies are separate and may vary from any privacy policies available from any PERI Website through which the User accesses any Application or Portal. 

12.2     Notwithstanding the above Clause 12.1 of this Part A – General Terms of Use, to such Corporate Customers (as defined in Clause 1.2 of Part C – Special Terms of Use Premium Services) shall apply: The Corporate Customer is solely responsible and liable for processing the personal data of Invited Users (as that term is defined in Clause 3.1.2 of Part C – Special Terms of Use Premium Service). This also includes the information of Invited Users in accordance with Articles 13 and 14 General Data Protection Regulation (GDPR).

13     Confidentiality

13.1     The Parties are aware that they may have access to certain confidential information of the other Party during the term of the Service Contract. “Confidential Information” means any information that (i) one Party has disclosed to the other, (ii) is not generally known or publicly available, (iii) relates to the activities of one Party, and (iv) has either been designated as confidential or should reasonably be considered confidential given the circumstances in which it is disclosed.  The term “Confidential Information” shall include PERI’s Intellectual Property.

13.2     Each Party agrees to (i) use the Confidential Information disclosed by the other Party only to the extent permitted in these Terms of Use, (ii) keep the Confidential Information obtained by the other Party strictly confidential from knowledge and use by third parties, (iii) restrict access to the Confidential Information disclosed by the other Party to those of its Employees, representatives and/or any advisors who must have knowledge of such information and who have been bound in writing to keep such information confidential, and (iv) to surrender or destroy all Confidential Information disclosed by the other Party which is in its possession at the time of termination or expiry of the Service Contract. The contractual confidentiality obligations shall continue to apply for two (2) years after termination of the Service Contract.

13.3     The provisions of the Clauses 13.1 and 13.2 of this Part A – General Terms of Use shall not apply to Confidential Information which (i) is freely available or generally known at the time of disclosure, (ii) is freely available or generally known at no fault of the Recipient, or (iii) was lawfully transmitted to the recipient by persons who were not bound by confidentiality obligations in this respect, (iv) is already in the possession of the recipient at the time of disclosure without any confidentiality obligations being attached to it, (v) was developed independently by the recipient, or (vi) is approved for release or disclosure by the disclosing Party without restriction. Notwithstanding the aforementioned, either Party may disclose Confidential Information to the extent necessary (i) to comply with a judicial or governmental order or otherwise to conform to the requirements of any mandatory statutory provisions, or (ii) to have a Party’s rights under this contract determined by a court of law, including any petitions necessary to do so.

14      Limitation of liability

14.1     PERI’s liability for damages due to slight and gross negligence, irrespective of the legal grounds, is limited as follows: 

14.1.1     In the event of a breach of material obligations arising from the contractual relationship, PERI’s liability is limited to the amount of foreseeable damage typical for the contract; and

14.1.2     PERI is not liable for slight negligence otherwise.

14.2     Essential duties from the obligation are such duties according to the terms of the applicable Service Contract, the fulfilment of which makes the proper implementation of any Service provided thereunder possible in the first place and on which the User may regularly rely.

14.3     PERI and the User agree that the normally foreseeable damages under Clause 14.1.1 of Part A are limited to the amounts that the User has paid to PERI or is obliged to pay to PERI in the 12 months before the claim arises under any Service Contract; and if no fees are paid or owed to PERI, then the foreseeable damages are limited to $1000.

14.4     Irrespective of the legal grounds, PERI is not liable for indirect economic losses, lost profits, lost turnover or business, agreements or contracts not concluded, lost expected profits, lost use of or damage to software, data or information or the loss of or damage to goodwill or other consequential losses arising from or in connection with the Service Contract or Relationship or Services created thereunder.

14.5     Clauses 14.1 to 14.4 of Part A apply accordingly to the liability of PERI for futile expenditure (vergebliche Aufwendungen).

14.6     The limitations of liability in Clauses 14.1 to 14.5 of Part A shall not apply in cases of mandatory statutory liability (in particular under the Product Liability Act), in cases of malice, intent or culpably caused physical injury. Furthermore, they shall not apply if and insofar as PERI has expressly assumed a guarantee.

14.7     The User is obliged to take reasonable measures to prevent and mitigate damage.

14.8     The liability of PERI and its vicarious agents (Erfüllungsgehilfen) for damages due to negligence, for whatever legal reason, is excluded. This means that the liability of PERI and its vicarious agents for gross negligence, regardless of the legal grounds, is expressly excluded.

14.9     With respect to any claims involving a US User, if a court or arbiter refuses to enforce the choice of law provision set forth in Clause 17.5 of Part A – General Terms of Use or determines that it is defective, is inapplicable due to conflict of laws principles and/or that the law of the US or its states applies to a US User’s claims, the US User agrees that PERI DISCLAIMS ALL WARRANTIES ATTENDANT WITH THE USE OF THE APPLICATION, PORTAL OR PERI SYSTEM OR NETWORK OR ANY INTELLECTUAL PROPERTY OWNED BY PERI,  WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY PURPOSE, RELIABILITY, ACCURACY, TITLE AND NON-INFRINGEMENT.  PERI SHALL NOT BE LIABLE TO THE US USER FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, WHETHER IN AN ACTION OR ARISING OUT OF BREACH OF CONTRACT, TORT OR ANY OTHER CAUSE OF ACTION (SUCH AS THE USE OF OR INABILITY TO USE THE APPLICATION, PORTAL OR PERI SYSTEM OR FAILURE OF PERI TO PROVIDE ANY ATTENDANT SERVICES), EVEN IN THE EVENT OF FAULT, NEGLIGENCE OR MISREPRESENTATION AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  PERI’S LIABILITY IS LIMITED TO THE AMOUNT PAID BY USER TO PERI UNDER THE APPLICABLE SERVICE CONTRACT.

14.10   Force Majeure.   Notwithstanding anything to the contrary under the Service Contract or applicable law, PERI is not liable for any claim or damages arising from or related to any occurrence of an event or circumstance that prevents or impedes PERI from performing one or more contractual or legal obligations arising under any Service Contract, to which these Terms of Use are part, to the extent that it is beyond PERI’s reasonable control, it could not reasonably have been foreseen at the time of the conclusion of the Service Contract, and the effects of which could not have been avoided or overcome by PERI (“Force Majeure Events”).  Force Majeure Events include, but are not limited to, war, hostilities, invasion, acts of foreign enemies, extensive military mobilization, civil war, riots, rebellion, revolution, military or usurped power, insurrection, acts of terrorism, sabotage, or piracy, acts of God, flood, fire, earthquake or explosion, civil unrest, embargoes or blockades, national or regional emergency, strikes, labour stoppages or slowdowns, or other industrial disturbances, passage of law or any action taken by a governmental or public authority (including imposing any export or import restriction, quota, or other restriction or prohibition), national or regional shortage of adequate power, telecommunications, or transportation, network intrusions, delays, service attacks, computer or internet viruses or malware or any failure of any Application or Portal caused by system crashes.  At PERI’s sole discretion, the time for performance will be extended for a period equal to the duration of the Force Majeure Event or PERI shall have the right to terminate the Service Contract without further liability.

15      Exemption/Indemnity

15.1     If third parties assert claims against PERI due to a breach of the provisions of these Terms of Use, including, but not limited to provisions governing abiding by applicable laws as set forth in Clause 17.8 of this Part A – General Terms of Use, PERI will notify the User of these claims immediately.

15.2     The User shall indemnify and defend PERI against all claims (including justified lawyers’ fees) that third parties, including authorities, assert against PERI or against the User in this connection.

15.3     PERI cooperates with the User and leaves the defense or settlement of the claim to the User. In the event of claims by authorities, the User cooperates with PERI and, if necessary, leaves the defense or settlement of the claim to PERI.

15.4     If such a claim exists or if such a violation of rights appears possible, the User undertakes to immediately cease the violation of the respective contractual obligation and/or applicable law, to take all necessary and reasonable actions to avoid further violations or other damages and to take measures to avoid similar violations in the future. If User Content is affected, this may involve taking certain User Content offline, which PERI may do at its sole discretion.

16      Remuneration, invoicing and payment for Services

16.1     As applicable, the User is obligated to pay the fees for the applicable Service Contract agreed upon in the accompanying order (e.g., fees payable for Premium Services and On-Premises Software Services pursuant to Appendix 1) in Euros or the different currency specified in the order in accordance with these Terms of Use.

16.2     For any agreed trial period, the use of the ordered Service is free of charge for the agreed Term of the Trial Period (as defined in Clause 4.3 of Part B, 5.3 of Part C or Clause 5.1 of Part D, as applicable to the Service Contract).

16.3     Unless otherwise expressly agreed in the respective order, any charges for use of the Services shall be levied upon delivery of the applicable Service, or, in the case of preceding agreed free trial period, upon PERI granting the User full access to the applicable Service or activation of the User’s access data for the Service following the free trial period.  Invoicing takes place in advance for the following year at the end of each calendar year. If the Term of the applicable Service begins during the course of the year, invoicing for that calendar year will be prorated through the calendar year and will be invoiced prior to commencement of the Services.  The User agrees to accept an electronic invoice. Applicable service credits, if any, will be deducted from the invoice as agreed in Appendix 1 for the applicable Service.

16.4     Unless otherwise expressly agreed in the respective order, each invoice amount is due 30 calendar days after the invoice date.

16.5     All fees are exclusive of VAT and any other applicable tax, the payment of which is the sole responsibility of the User.

16.6     The User shall be in default of payment if the User does not pay the invoice amount within 30 calendar days of the invoice date. The interest during time of default (Verzugszinsen) is 8% percentage points above the base rate of interest (published by the German Central Bank (Deutsche Bundesbank)) per year from the due date.

16.7     If the User objects to an invoice or another contractually owed and due amount, the User shall notify PERI of this within 30 calendar days of receipt of the invoice, stating the exact reasons for the objection at least in text form (“Objected Invoice”). With the exception of the Objected Invoice, all invoices and amounts due shall be deemed recognised and payable without deduction or setoff.

17      Other

17.1     Minor amendments to the Terms of Use. PERI has the right to change provisions of the Terms of Use at any time, provided that such changes do not lead to a material change to the Services provided under the applicable Service Contract. PERI will notify the User of the changes/additions in text form (in writing or electronically) at least 6 weeks before they take effect. If the User does not agree with the respective changes or addenda, the User may object to the changes/additions in writing with a deadline of at least one (1) week before the effective date of the changes or addenda. The objection shall be in writing. If the User does not object to the amended provisions within the aforementioned deadline, the amendments or addenda shall be deemed accepted. When notifying the User of intended changes and/or addenda, PERI will notify the User of its option to object and the significance of the aforementioned deadline.

17.2     Waivers. Waivers with regard to any Service Contract or any Service provided thereunder are only effective and binding if they are made in writing and duly signed by the waiving Party. Any waiver shall only constitute a waiver with respect to the specific matter governed thereby and shall in no way affect the rights of the waiving Party in any other respect or at any other time. Any delay or omission by any Party in exercising any right under any Service Contract, including these Terms of Use, shall not be deemed a waiver of that right.

17.3     Assignment of rights. Without the prior, express written consent of PERI, the User is not authorised to assign the Service Contract or any rights thereunder absent the express, written consent of PERI.    In the absence of such consent, any attempted assignment or delegation is void and ineffective. PERI may sell and assign all its rights arising from any Service Contract or its obligations or rights thereunder to third parties, including any of its subsidiaries and assigns without consent or notice. The User authorises PERI to disclose to third parties the information and documents required for the sale or assignment of the Service Contract or its obligations or rights thereunder.

17.4     No contract for the benefit of third parties. The Parties to the Service Contract recognise that, unless expressly provided otherwise in these Terms of Use, the provisions of the Terms of Use are for the exclusive benefit of PERI and the User. These Terms of Use do not imply, expressly or implicitly, the right of any third-party, whether natural or legal persons, to enforce any provision of these Terms of Use, except as stated in Clause (1) of the section titled “Scope of these terms of use for PERI Applications”.

17.5     Applicable law. The law of the Federal Republic of Germany shall apply, excluding the UN Convention on Contracts for the International Sale of Goods. The statutory provisions restricting the choice of law and the applicability of mandatory provisions, in particular those of the state in which the User has a habitual residence, remain unaffected.

17.5.1     To the extent that the User is a United States (US) corporate citizen or legal resident (“US User”), if a court or arbiter refuses to enforce the choice of law provision set forth herein or determines that it is defective, is inapplicable due to conflict of laws principles and/or that the law of the US or its states applies to a US User’s claims, the US User agrees that, only in such case, the laws of the state of Maryland shall govern without regard to conflict of laws principles.

17.6     Place of jurisdiction. Except as stated herein, the exclusive place of jurisdiction for all disputes arising from the Service Contract, the Services provided thereunder or any right, claim or dispute regarding any Application, Portal, software PERI system or network or any Intellectual Property owned by PERI, is the headquarters of PERI SE, Rudolph-Diesel-Strasse 19, 89264 Weissenhorn, Germany. However, without waiving the enforceability of this jurisdictional clause, PERI shall also have the exclusive right in its sole and absolute discretion to file suit in the jurisdiction in which the User maintains a residence, office or conducts business. 

17.6.1     To the extent that the dispute involves a US User, and this Clause 17.6 of Part A is deemed to be invalid in whole or part by any court as to the US User, then the US User agrees any controversy or claim shall be determined by arbitration administered at PERI’s sole discretion either by the International Centre for Dispute Resolution in accordance with its International Arbitration Rules at a location to be determined by PERI  or  by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules at a location in the United States determined by PERI in its sole discretion, and, the US User agrees that judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

17.7     Integrated Agreement. The Service Contract, which shall include these Terms of Use, together with any other documents incorporated herein by reference and all related Appendices, constitutes the sole and entire agreement of the Parties with respect to the subject matter of the Service Contract and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter.

17.8     Compliance with Laws. User shall comply with all applicable local, state, national and foreign laws in connection with its use of any Application, Portal or PERI system or network or any Intellectual Property owned by PERI, including those laws related to data privacy, international communications, export control laws and regulations and the transmission of technical or personal data.  Customer acknowledges that PERI exercises no control over the User Content.

17.9     General Restrictions.  Except as otherwise permitted under these Terms of Use, you may not (a) use of any Application, Portal or PERI system or network or any Intellectual Property owned by PERI for any purpose other than those permitted under these terms; (b) reverse engineer, decompile, or disassemble any Application, Portal or PERI system or network or any Intellectual Property owned by PERI; (c) sell, rent, lease, lend, distribute, market or create a lien or security interest in the access rights granted under any Service Contract; (d) remove or obscure any proprietary notices, labels, brandings, or markings included on any Application, Portal or PERI system or network or any Intellectual Property owned by PERI; (e) use the access rights to provide services to third parties not contemplated by the Service Contract, sell, sublicense or otherwise commercialise outputs derived or realized from your use of any Application, Portal or PERI system or network or any Intellectual Property owned by PERI; (f) download, print, copy, circulate, publish, reproduce, or otherwise commercially exploit PERI Intellectual Property that is part of or accessible from any Application, Portal or PERI system or network; (g) use any Application, Portal or PERI system or network to send spam or otherwise unlawful email messages; (h) use the Application, Portal or PERI system or network to send or store infringing, obscene, threatening, libellous or otherwise unlawful or tortious material, including material harmful to children or violative of third-party privacy or intellectual property rights; (i) knowingly use any Application, Portal or PERI system or network to send or store material containing any harmful computer code; (j) knowingly interfere with or disrupt the integrity or performance of all or any part of any Application, Portal or PERI system or network, (k) attempt to circumvent the security features or otherwise gain unauthorised access to unauthorised portions of any Application, Portal or PERI system or network or any Intellectual Property owned by PERI; (l) modify, copy or create derivative works from any code from any Application, Portal or PERI system or network or any Intellectual Property owned by PERI; or (m) disassemble, reverse engineer, or decompile any code for any part of use of any Application, Portal or PERI system or network or any Intellectual Property owned by PERI in order to build for non-internal purposes, a product or service that is competitive with the services provided by PERI.

17.10   Security.   You are prohibited from violating or attempting to violate the security of any Application, Portal or PERI system or network. You may not, directly or indirectly through others: (a) Access data not intended for you or log into a server or account that you are not authorised to access; (b) Attempt to probe, scan, or test the vulnerability of a system or network or to breach security or authentication measures without proper authorisation; (c) Attempt to interfere with service to any user, host, or network, including, without limitation, submitting a virus, overloading, "flooding," "spamming," "mail bombing," or "crashing"; (d) Send unsolicited email, including promotions or advertising of products or services, to email addresses accessed through the Application, Portal or PERI system or network; (e) Forge any part of the header information in any email or newsgroup posting on any Application, Portal or PERI system or network; (f) Use any device, software, or routine to interfere or attempt to interfere with the proper working of the Application, Portal or PERI system or network, or of any activity conducted on or through the site; or (g) Use or attempt to use any engine, software, tool, agent, or other device or mechanism (including, without limitation, browsers, spiders, robots, avatars, or intelligent agents) to navigate through or search the Application, Portal or PERI system or network.

17.11   Any action that imposes an unreasonable or disproportionately large load on PERI infrastructure is prohibited.  Violations of system or network security may result in civil or criminal liability. PERI will investigate such violations and may involve and cooperate with law enforcement authorities in prosecuting users who are involved in such violations.

17.12   Unauthorised Use; False Information.  User shall: (i) notify PERI immediately of any unauthorised use of any password or user id or any other known or suspected breach of security or unauthorised use of any of Application, Portal or PERI system or network or any Intellectual Property owned by PERI, (ii) report to PERI immediately and use reasonable efforts to stop any unauthorised use of any of Application, Portal or PERI system or network or any Intellectual Property owned by PERI that is known or suspected by User, and (iii) not provide false identity information to gain access to or use of any of Application, Portal or PERI system or network.

17.13   Continued applicability clause. Should one or more provisions of these Terms of Use be or become invalid or unenforceable, this shall not affect the validity of the remaining provisions. In such a case, PERI and the User undertake to replace the invalid or unenforceable provision with a valid or enforceable provision that comes as close as possible to the economic intention of PERI. The same applies to the interpretation of terms deemed to be ambiguous or incomplete due to conflicting or omitted terms or information.

17.14   Termination/Expiration.  Notwithstanding anything to the contrary in any Service Contract or accompanying order, PERI may terminate any Service Contract for any violation of these Terms of Use by the User or Invited User with ten (10) days’ notice, or if the User becomes subject of any bankruptcy or other proceedings to insolvency, receivership, liquidation or assignment.  The Clauses of Part A shall survive any termination or expiration of any Service Contract. Upon the effective date of termination or expiration of any Service Contract (i) PERI will immediately cease providing the applicable Service to the User; and (ii) any and all undisputed payment obligations of User for Service provided through the date of termination will immediately become due. Within thirty (30) calendar days of termination or expiration of a Service Contract, User will return or securely destroy all Confidential Information of PERI in User’s possession or control (including all copies thereof, in any media). In addition, User shall purge its computer systems and database of PERI’s Confidential Information. Within thirty (30) calendar days of the date of termination or expiration of a Service Contract, User shall remove all applicable PERI Software provided pursuant to any Service Contract from any computer systems or media within its possession, custody or control.

17.15   You (which term shall be inclusive of any Corporate Customer) must notify PERI of any change in name or company name, corporate transfer, place of residence or business address, and/or invoice address. Notice in text form shall be sent within two (2) days of any change of the foregoing.

 

Part B – Special Terms of Use Basic Services

 

1        Scope

The provisions in Part B – Special Terms of Use Basic Services apply -  in addition to the provisions in Part A – General Terms of Use - to all Users who use the Applications free of charge. This includes the use of Applications that PERI makes available to the User free of charge in accordance with the information on the respective PERI Websites on which PERI provides the Application, including any agreed free test phase for Applications.

2        User rights of use

2.1       Subject to conditions and terms of the Basic Services Contract, including these Terms of Use, for the duration of the Basic Services Contract, PERI grants the User a limited,  worldwide, royalty-free, non-exclusive, non-sublicensable, and revokable right to use the ordered Basic Services and the Contents (as that term is defined in Appendix 2) and functions made available therein for the User’s own purposes described in Appendix 2, unless the Basic Services Contract is terminated or PERI deems the User in breach of any obligation thereunder, including these Terms of Use.

2.2       For file exports in accordance with Clause 2.3, this right of use is valid for an unlimited period of time unless PERI deems the User in breach of any obligation of the Basic Services Contract, including these Terms of Use or PERI terminates the Basic Services Contract pursuant to Clause 4 of this Part B – Special Terms of Use Basic Services.

2.3       The User also has the right, if interfaces are provided to the User for this purpose in the Application or Portal, to export Content and/or work results using these interfaces exclusively. However, the User is not permitted to sell, rent, lend, license to third parties or otherwise distribute, reproduce, copy, make publicly accessible, edit or translate, reverse engineer or otherwise modify the Applications, the Portal or Content therein in whole or in part. Any further use of the Applications, the Portal and the Contents made available therein is not permitted, unless expressly agreed in these Terms of Use or required by mandatory legal provisions.

2.4       Insofar as PERI enables the User to access data of the Applications, the Portal or User Content, PERI remains authorised to make changes to the structure of the User Content, data or data format at any time.

2.5       Insofar as PERI provides new versions, updates or upgrades or commissions further developments of the Applications and/or the Portal within the framework of the Basic Services during the term of the Basic User Contract, the above right of use applies to these in the same way.

3        Quality standard and rights of the User for defects

3.1       PERI provides the Basic Services with reasonable care and expertise and in accordance with customary industry standards and endeavours to make the Basic Services available to the User around the clock. However, PERI does not guarantee that the Basic Services are free from any errors and/or work without any interruptions. In particular, for Basic Services provided as Software-as-a-Service, as for all Services provided via the Internet, availability at all times cannot be guaranteed.

3.2       Furthermore, in particular if the security of network operation or the maintenance of network integrity is jeopardised, access to the Basic Services may be temporarily restricted in whole or in part. In particular, PERI reserves the right to temporarily disable the Basic Services for maintenance and organisational purposes, whereby PERI will announce such maintenance work with a reasonable prior notice in the Applications or the Portal or by means of individual notifications (e.g., push messages). This notice period shall not be observed if maintenance work is required at short notice for urgent reasons or in connection with updates and patches, modifications or other software used as part of the Basic Services, which may lead to brief interruptions in the operation of the Basic Services.

3.3       The data and calculations provided as part of the Basic Services are compiled to the best of our knowledge and with the necessary care on the basis of existing sources. Only the customary duty of care is agreed as a standard of care with regard to the factual correctness of information and data which the User himself/herself has ascertained and created within the framework of the Premium Services. PERI DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.

3.4       The provisions in this Clause 3 do not restrict the User’s rights due to any fraudulently concealed defects, which shall be subject to applicable law as well as to the limitations set forth in these Terms of Use, including, but not limited, to Clause 14 of Part A.

4        Term of the Basic User Relationship and termination

4.1       Contractual term. The Basic User Relationship begins upon conclusion of the Basic Services Contract and ends on the date on which all Basic Services and any agreed trial period have expired or been terminated (“Term of the Basic User Relationship”). The account will be deactivated after termination of the Basic User Relationship. PERI stores the User Content and material lists created by the User and other work results created by the User through the contractual use of the Basic Services until the end of the Term of the Basic User Relationship. The User is responsible for making backup copies of this User Content and/or other work results to the extent permitted by these Terms of Use of use before termination of the Basic User Relationship.

4.2       Term of Basic Services. The Basic Services have an unlimited term, beginning with the term of the Basic User Relationship, unless otherwise agreed in the ordering process (“Term of Basic Services”). The Term of Basic Services can be terminated by PERI or the User at any time without giving reasons and without liability, unless otherwise agreed in the ordering process and such agreement becomes part of the Basic Services Contract. The termination must be made in text form. If PERI provides the User with an account deletion function in his account, the User can also terminate the Basic Services Contract by activating this account deletion function instead of making a declaration in text form.

4.3       Term of Trial Periods. The free trial period of one or more Basic Services has a term of two weeks, beginning with the term of the Basic User Relationship, unless otherwise agreed in the applicable order (“Term of the Trial Period”). The Term of the Trial Period can be terminated by PERI or by the User at any time in text form without giving reasons and without liability. At the end of the agreed trial period, the access to the Application and/or the Portal assigned to the User will be deactivated and any individual settings will be deleted without further notice. If, after the end of the Term of the Trial Period, the User concludes a user relationship for full access to the Basic Services, the term of which immediately follows the Term of the Trial Period, the User may, during the Term of the subsequent Basic User Relationship, continue to use any settings and work results made during the trial period.

4.4       The right to termination for cause (außerordentliche Kündigung) by PERI and by the User remains unaffected.

 

Part C – Special Terms of Use Premium Services

 

1        Scope

1.1       General. The provisions in Part C – Special Terms of Use Premium Services apply in addition to the provisions in Part A – General Terms of Use to all Users who use the Applications and/or the Portal not exclusively free of charge. This includes the use of Applications and the Portal, insofar as PERI does not exclusively make these available to the User free of charge according to the information on the respective PERI Website on which PERI provides the Application, including any agreed free trial period.

1.2       Corporate Customers. PERI shall provide Corporate Customers with Premium Services only against and expressly contingent upon payment (with regard to provisions that are specifically applicable to these Users, also referred to as “Corporate Customer”), as described under Clause 2 of Part C in more detail.

2        User rights of use

2.1       Subject to conditions and terms of the Premium Services Contract, including these Terms of Use, for the duration of the Premium Services Contract, PERI grants the User the limited, worldwide, remunerated, non-exclusive right, which can be sublicensed to Invited Users (defined in Clause 3.1.2 of this Part C)  to the extent of the package size ordered in each case, to use the ordered Premium Services and the Content and functions made available therein for their own purposes as described in Appendix 2, unless the Premium Services Contract is terminated or PERI deems the User in breach of any obligation thereunder, including these Terms of Use.

2.2       In the case of an agreed free trial period, notwithstanding Clause 2.1 of Part C, for the agreed duration of the trial period PERI grants the User the limited, worldwide, royalty-free, non-exclusive right, which can be sublicensed to Invited Users to the extent of the package size ordered in each case, to use the ordered Premium Services and the Content and functions made available therein for their own purposes described in Appendix 2, so that the User can determine whether the User wishes to conclude a Service Contract for the full access to the Applications and/or the Portal.

2.3       For file exports according to the contract in accordance with Clause 2.4 of Part C, this right of use is valid for an unlimited period of time unless PERI deems the User in breach of any obligation of the Premium Services Contract, including these Terms of Use or PERI terminates the Premium Services Contract pursuant to Clause 5 of this Part C.

2.4       This also includes the right, if the User is provided with interfaces for this purpose in the Application or Portal, to export Content and/or work results using these interfaces exclusively. In particular, however, the User is not permitted to sell, rent, lend, license to third parties or otherwise distribute, reproduce, copy, make publicly accessible, edit or translate, reverse engineer or otherwise modify the Applications, the Portal or Content therein in whole or in part. Any further use of the Applications, the Portal and the Contents made available thereon is not permitted, unless expressly agreed in these Terms of Use or required by mandatory legal provisions.

2.5       Insofar as PERI enables the User to access data of the Applications, the Portal or the User Content, PERI remains authorised to make changes to the structure of the User Content, data or the data format at any time.

2.6       Insofar as PERI provides new versions, updates or upgrades or commissioned further developments of the Applications and/or the Portal within the framework of the Basic Services during the Term of the Premium User Relationship, the above right of use applies to these in the same way.

3        Special obligations of Corporate Customers

3.1       As part of the ordering process, PERI is authorised to request the Corporate Customer to appoint an administrator to manage the Corporate Customer’s access to the Premium Services. If an administrator was appointed during the ordering process, the following applies:

3.1.1       If the responsibility of the administrator changes at the Corporate Customer, the Corporate Customer is obliged to inform PERI of this immediately and at least in text form. PERI assigns a new personalised administrator access with new administrator rights for the new administrator and deletes or anonymises the no longer active personalised administrator access.

3.1.2       Within the framework of the functions provided by PERI in the Applications or on the Portal and within the scope of the agreed package size, the Corporate Customer can allow, for example through its administrator, its Employees or Employees of companies affiliated with the Corporate Customers in accordance with sections 14, 15 Stock Corporation Act (Aktiengesetz) (“Employees”) to access and use the functionalities of the Premium Services as an end user (“Invited User”). Restrictions on the number of Invited Users may result from the order and package size.

3.1.3       The Corporate Customer ensures that only qualified Employees are invited who have the necessary knowledge to use the respective Application. 

3.1.4       When using the Applications and the Portal, the Corporate Customer is obliged to comply with the obligations towards PERI in accordance with these Terms of Use by its own Invited Users and its own administrator and to impose the same obligations on them with regard to use as are agreed in these Terms of Use. For this purpose, PERI provides the Corporate Customer with an example of “Guidelines for Administrators and Invited Users”, which are attached to these Terms of Use as Appendix 3. These Terms of Use for Invited Users are of a general nature only. They are not part of the Services owed by PERI and must be adapted by the Corporate Customers in individual cases. The Corporate Customer shall take all reasonable steps to ensure that Invited Users comply with these provisions.

3.1.5       The Corporate Customer recognises that it is responsible to PERI for fault or breach of these Terms of Use on the part of the Invited Users and the administrator to the same extent as its own fault.

3.2       The Corporate Customer is responsible for all actions and omissions that are performed using its access protocols.

4        User’s claims for defects

4.1       PERI endeavours to ensure the proper operation of the Premium Services at all times with appropriate care and expertise and in accordance with customary industry standards. However, PERI DOES NOT WARRANT THAT THE PREMIUM SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE. The Service Level Agreement in Appendix 1 describes the measurable standards of the Premium Services and the rights of the User in cases where these standards are not met. The rights according to the Service Level Agreement in Appendix 1 are the User’s exclusive claims for defects. Other legal and contractual claims for defects are excluded. The provisions in this Clause 4.1 do not limit the User’s rights to compensation for damages and for any fraudulently concealed defects, except as may be stated in Clause 14 of Part A.

4.2       The data and calculations provided as part of the Premium Services are compiled to the best of our knowledge and with the necessary care on the basis of existing sources. Only the customary duty of care is agreed as a standard of care with regard to the factual correctness of information and data determined and created by the User within the framework of the Premium Services

5           Term of the Premium User Relationship and termination

5.1       Contractual term. The Premium User Relationship begins with the conclusion of the Premium Services Contract and is effective until the date on which all Premium Services and any trial period have expired or been terminated (“Term of the Premium User Relationship”). After termination of the Premium User Relationship, the User’s account, including all accounts of his Invited Users and his administrator, will be deactivated. PERI stores the User Content and material lists created by the User and other work results created by the User through the contractual use of the Premium Services until the termination of the Term of Premium User Relationship. The User is responsible for making backup copies of this User Content and/or other work results to the extent permitted under these Terms of Use before termination of the Premium User Relationship.

5.2       Term of Premium Services. The Premium Services have an unlimited term, beginning with the Term of the Premium User Relationship, unless otherwise agreed in the order form (“Term of Premium Services”). The Premium User Relationship can be terminated by PERI or the User at the end of a month without stating reasons with further notice of three (3) months, unless otherwise agreed in the order, and without liability (“Notice Period of Premium Services”)

5.3       Term of the Trial Periods. The free trial period of one or more Premium Services shall have a term of six (6) months, beginning with the Term of the Premium User Agreement, unless otherwise agreed in the order form (“Term of the Trial Period”). The Term of the Trial Period can be terminated by PERI at any time in text form without giving reasons and without liability. At the end of the agreed trial period, the access to the Application and/or the Portal assigned to the User will be deactivated and any individual settings will be deleted. If, after the end of the trial period, the User concludes a user relationship for full access to the Premium Services, the term of which immediately follows the Term of the Trial Period, the User may, during the Term of the subsequent Premium User Relationship, continue to use any settings and work results made during the trial period.

5.4       The right to termination for cause (außerordentliche Kündigung) by PERI and by the User remains unaffected.

 

Part D – Special Terms of Use On-Premise Software

 

1           Scope

The Provisions in Part D – Special Terms of Use On-Premise Software apply in addition to the provisions in Part A – General Terms of Use to all Users who use certain On-Premise Software. This includes the use of On-Premise Software for payment and free of charge, insofar as PERI provides the On-Premise Software to the User as a download or for On-Premise use, i.e., for local operation on the User’s terminal device, in accordance with the information in Appendix 2 including any agreed trial period for payment or free of charge.

2        User rights of use

2.1       Subject to conditions and terms of the On-Premises Software Contract, including these Terms of Use, for the duration of the On-Premises Software Contract, PERI grants the User the limited, worldwide, perpetual, non-exclusive, sub-licensable – to the extent of the respective package size in accordance with Clause 2.3 of this Part D and the order – right to use the ordered On-Premise Software, the Contents and functions made available therein and contractual file exports in accordance with Clause 2.4 of Part D – Special Terms of Use On-Premise Software for the User’s own purposes described in Appendix 2, unless the On-Premises Software Contract is terminated or PERI deems the User in breach of any obligation thereunder, including these Terms of Use. Insofar as the On-Premise Software is not exclusively made available to the User free of charge (e.g., within the scope of a free trial period) in accordance with the respective order, this right of use is a right contingent upon payment and is granted to the User against and at the time of receipt of the agreed payment. If the On-Premise Software is expressly made available to the User free of charge (e.g., within the scope of a free trial period) in accordance with the respective order, this right of use is free of charge and is granted to the User at the time the On-Premises Software Contract is concluded.

2.2       In the case of an agreed free trial period, this right of use is limited to the agreed Term of the Trial Period and is granted to the User for the purpose of enabling the User to determine whether the User wishes to enter into an On-Premises Software Contract for full access to the On-Premise Software for the User’s own purposes described in Appendix 2.

2.3       The User is authorised to install the On-Premise Software on one (1) computer or other terminal device as a single-User version and for one end-user, unless otherwise expressly agreed in the order. The On-Premise software is installed and used when it is loaded into the main memory (RAM) or stored on a permanent memory (e.g., hard disk, CD-ROM, DVD, Blu-ray disc, USB stick, etc.) of the computer. Furthermore, the User is authorised to make one (1) copy of the On-Premise Software supplied to the User exclusively for the User’s own use as a backup copy; this includes, in particular, the copying of the On-Premise Software supplied to the User to any storage medium (e.g., hard disk, CD-ROM, DVD, Blu-ray disc, USB stick, etc.).

2.4       This also includes the right, if interfaces for this purpose are provided to the User in the On-Premise Software, to export Content and/or work results using these interfaces exclusively. In particular, however, the User is not permitted to sell, rent, lend, license to third parties or otherwise distribute, reproduce, copy, make publicly available, edit or translate, reverse engineer or otherwise modify the On-Premise Software or the Content therein in whole or in part. Any further use of the Applications, the Portal and the Contents made available thereon is not permitted, unless expressly agreed in these Terms of Use or required by mandatory legal provisions.

2.5       Insofar as PERI enables the User to access data of the On-Premise Software or the User Content uploaded or entered into the On-Premise Software, PERI remains authorised to make changes to the structure of the User Content, data or the data format at any time, in particular through pre-set programming, updates and/or upgrades.

2.6       The User can obtain available new versions, updates or upgrades from PERI for separate remuneration. The purchase of available new versions, updates or upgrades is only possible if a maximum of two (2) new releases of the On-Premise Software have been released since the originally ordered version of the On-Premise Software. If more than two (2) new releases of the On-Premise Software have already been published, the User may no longer obtain new versions, updates or upgrades of this version. If PERI provides the User with new versions, updates or upgrades or commissioned further developments of the On-Premise software, the rights and obligations set forth in these Terms of Use applies to them in the same way.

3        Special obligations of the User for On-Premise Software

3.1       When obtaining a new version, update or upgrade of the ordered On-Premise Software, the User is obligated to return the previously used version of the On-Premise Software – if applicable – within four (4) weeks after delivery of the new version, update or upgrade and to completely delete it on all data carriers and in all data memories.

3.2       If the On-Premises Software Contract contemplates the use of the Portal for access to the software, PERI will make new software versions, updates and/or upgrades available to the User and ordered in accordance with Clause 2.6 of Part D available for download exclusively via the Portal or indicate the availability; the User is obliged to download these new versions, updates and/or upgrades from the Portal in accordance with the provisions of Clause 3.1 of Part D and, in the event of an indication of their availability, to request them separately from PERI if the updates and/or upgrades are not made directly available on the Portal.

4        User’s claims for defects

4.1       The data and calculations provided attendant with the On-Premise Software are compiled to the best of our knowledge and with the necessary care on the basis of existing sources. Only the customary duty of care is agreed upon as a standard of care with regard to the factual correctness of information and data determined and created by the User himself within the scope of the On-Premise software.

4.2       If the On-Premise software is provided to the User free of charge (e.g., pursuant to an agreed free trial period), liability for material defects and defects of title of the information, On-Premise Software, calculation results and graphic representations, in particular for their correctness, freedom from errors, freedom from property rights and copyrights of third parties, completeness and/or usability – except in the case of intent, malice or takeover of a guarantee – is excluded. 

4.3       If the Software is made available to the User for payment, the following applies:

4.3.1       The User must check the On-Premise Software for obvious defects immediately upon receipt and, if such defects are present, notify PERI immediately, at least in text form, otherwise claims for such defects are excluded. The same shall apply accordingly if such a defect becomes apparent later. Section 377 Commercial Code (Handelsgesetzbuch) applies.

4.3.2       With the exception of claims for damages, claims for defects due to material defects of the Software shall become time-barred after one year. In case of delivery of the Software on a data carrier, the limitation period begins with the delivery of the On-Premise Software, and, in case of delivery by download, the limitation period begins after notification and activation of the access data for the download area.

4.3.3       The User’s claims for defects shall be governed by the statutory provisions, as well as all limitation set forth in these Terms of Use, including, but not limited, to Clause 14 of Part A.

5        Term of Trial Periods

5.1       The free trial period of the On-Premise Software has a duration of six (6) months, beginning with the conclusion of the On-Premise Contract, unless otherwise agreed in the order (“Term of the Trial Period”). The Term of the Trial Period can be terminated by PERI at any time in text form without giving reasons and without liability. At the end of the agreed trial period, the User must return the On-Premise Software used during the trial period – if applicable – and completely delete it on all data carriers and in all data storage devices, unless an On-Premise Contract for full access is concluded. If the User concludes an On-Premise Contract for full access to the On-Premise Software immediately after the end of the trial period, the User may, during the term of a subsequent On-Premise Contract, continue to use any settings and work results made during the trial period.

5.2       The right to terminate for cause (außerordentliche Kündigung) the Term of the Trial Period by PERI and by the User remains unaffected.

 

Appendices:

Appendix 1          Service description

1           Basic Services

1.1       Scope of Services Part of the Basic Services

The scope of the Basic Services that are part of the Basic Services Contract include the use of the Applications, which PERI will provide free of charge to the User, as described in the accompanying order to the Basic Services Contract and pursuant to Appendix 2.

1.2       Trial periods

The scope of the Basic Services includes a trial period for use of the Applications free of charge, as described in the accompanying order, in accordance with Appendix 2 for test purposes.

2        Premium Services

2.1       Subject of the Premium Services

The scope of the Premium Services that are part of the Premium Services Contract include the use of the Applications and/or the agreed access to the Portal, as described in the accompanying order to the Premium Services Contract and pursuant to Appendix 2.

2.2       Trial periods

The scope of the Premium Services will include access to the Applications and/or Portal for a free trial period for test purposes as described in the accompanying order. These Applications and the Portal are described in more detail in Appendix 2.

2.3       Service Level Agreement

PERI provides the Premium Services according to the Service Levels defined below. The Service Levels enable the User to control and monitor the quality and timeliness of the Premium Services provided by PERI. The Service Level for the Premium Services is defined as follows:

System Availability (Premium Services Only) per year [average availability]
Service Level	98% availability
Calculation	The System Availability is calculated as follows:   System Availability (%) = (Annual Total Time – Unplanned Downtime) / Annual Total Time   “Availability” is the ability of the User or its Invited Users to access the functionalities of the ordered Applications and the ordered Portal access, as agreed in the Terms of Use. “Planned Downtime” is the total time (in minutes) in a calendar year during which the Applications or Portal are unavailable due to scheduled system maintenance or other planned downtime. PERI will make all reasonable efforts to carry out scheduled system maintenance between 1:00 and 5:00 GMT and to give reasonable notice of such system maintenance. “System Availability”, in relation to Availability in a calendar year, means the ratio, expressed as a percentage, resulting from subtracting the Unplanned Downtime in that year from the Total Time in that year and then dividing the difference thus obtained by the Total Time in that year (see formula above). “Annual Total Time” means all minutes of the relevant calendar year during the Term of the Basic Services. “Unplanned Downtime” is the total time (in minutes) of unavailability in a calendar year without the planned downtime and without downtime due to circumstances beyond the control of PERI. These circumstances include in particular (i) breach of any provision of the Terms of Use by the User and/or its Invited Users, (ii) failure of the User and/or its Invited Users to comply with any provision of this SLA, (iii) incompatibility of any equipment or software of the User and/or its Invited Users with the agreed requirements for use of the Services, (iv) defective or insufficient system performance or equipment of the User and/or its Invited Users, (v) use of the Services by the User and/or its Invited Users in excess of the agreed volume (i.e. two levels or more), or (vi) Force Majeure Event.
Measuring point	PERI Service – Handover point for Applications and Portal
Measuring time	Calendar year during the term of the Premium User Relationship

 

2.3.1       Rights in the event of non-compliance

–                General. In the event of Unplanned Downtimes, PERI will make economically reasonable efforts to rectify the Unplanned Downtime within a reasonable deadline.

–                Service credits for Premium Service. If PERI does not meet the Service Level, the User is entitled to the Service Credits listed below (“Service Credits”), whereby the Service Credits for Unplanned Downtime are a maximum of 20% of the fees paid by the User to PERI for the Premium Services provided in the respective calendar year.

System Availability (Premium Services)	Service Credit (% of annual fees)
<98.0%	2.5%
<97.0%	5.0%
<96.0%	7.5%
<95.0%	10%
<94.0%	15%
<90.0%	20%

 

2.3.2       Receipt of Service Credits

To obtain a Service Credit, the User must claim this credit in writing from PERI within 5 working days of receipt of the Service Level report for the period for which the User claims the Service Credit. This written claim shall contain precise details of the days, times and duration of any claimed Unplanned Downtime. If PERI, after a check, accepts the written claim for a Service Credit, PERI will inform the User that the relevant Service Credit will be offset against the fees paid by the User for Premium Services in the next invoice for the Premium Services. If the User does not claim a Service Credit in a timely manner, the User’s claim to a Service Credit for the billing period in question expires. 

2.3.3       Measurement and reporting

–                System monitoring and measurement: PERI ensures continuous monitoring of the Service Levels. All measurements of Service Levels are made on an annual basis for each calendar year during the term of the Premium User Relationship.

–                System performance reports: At the request of the User, PERI provides annual reports on the measurement of Unplanned Downtimes and the calculation of System Availability for the relevant period of the previous year. If the User has complaints regarding a measurement or other information listed in this report, the User must notify PERI of these complaints in writing within 5 calendar days of receipt of the report, whereby the accuracy of the report is deemed sufficient if no such written notification is made by the User. Any such notification shall specify the measurements complained of and describe in detail the nature of the complaint. PERI and the User shall make reasonable efforts to resolve any differences of opinion regarding Service Levels and/or associated measurements.

2.3.4       Requirements to be met by the User

–                System requirements: The service standards listed herein assume that the User and his Invited Users, if applicable, meet the system requirements listed in the Terms of Use.

–                Additional obligations of the User: Unless otherwise agreed in the Terms of Use or in a separate, written support agreement executed by PERI, the User is responsible for (i) the maintenance and support of the User’s computer networks, servers, software and resources used for the use of the Premium Services or services for such maintenance and support, (ii) the correct configuration of the User’s systems in accordance with the access protocols and (iii) the Internet connection for access to the Premium Services.

–                Report on Unplanned Downtime: The User must inform PERI immediately in the event of Unplanned Downtime. The beginning of an Unplanned Downtime is deemed to be the time at which PERI receives the detailed notification from the User or the time at which PERI first becomes aware of the Unplanned Downtime.

–                Consequences of non-performance by the User: PERI is released from the fulfilment of its obligations set out in this Appendix and the attendant Service Contract if it is unable to fulfil these obligations in whole or in part because the User and/or one or more of its Invited Users have not fulfilled the contractually agreed requirements or other obligations required for performance.

3        On-Premise Software Services

3.1       Object of the On-Premise Software Services

The scope of the On-Premise Software Service is pursuant to the accompanying order to the On-Premise Software Contract and as described in more detail in Appendix 2.

3.2       Trial periods

The scope of the On-Premise Software Service may include a free trial period for test purposes as described in the accompanying order to the On-Premise Software Contract and as described in more detail in Appendix 2.

 

Appendix 2          Description of the Applications and the Portal

1           Applications

The Applications have the scope and intended uses described below in the specific conditions of use. In addition, the scope, intended use and conditions of use of the Applications result from the description of the respective Application available at the time of conclusion of the Service Contract at https://www.peri.de/produkte/planungssoftware-apps-tools.html or on a PERI website where you ordered the respective Application.

1.1       In general, the purpose of the Applications is to provide the User with calculation programmes with which the User can determine calculation results and create graphical representations.

1.2       Special functional descriptions:

 

MULTIFLEX Girder Slab Formwork Configurator

·         With the “MULITFLEX Girder Slab Formwork Configurator”, PERI provides the User with an Application for various end devices and web-based browsers with the help of which the determination of the total load in accordance with DIN EN 12812:2008-12, the calculation of the utilisation of the respective secondary/primary girders and slab props selected by the User and, if necessary, their optimisation for the MULTIFLEX Girder Slab Formwork product system can be carried out.

·         The MULTIFLEX Girder Slab Formwork Configurator is based on:

·         the standard DIN EN 12812:2008-12;

·         the performance data of the formlining, girders and slab props as given in the current Assembly and Use Instructions (AuV) for the MULTIFLEX Girder Slab Formwork product system or the Tables 2015 Formwork and Scaffolding, Edition 09 | 2015; the documents mentioned here will be sent to the User free of charge on request at apps-tools.service@peri.de. Compliance with the provisions of the standard DIN EN 12812:2008-12 by the User is a prerequisite for the use of the MULTIFLEX Girder Slab Formwork Configurator.

·         Before using the MULTIFLEX Girder Slab Formwork Configurator, the User must carefully familiarise himself with the Assembly and Use Instructions (AuV) for the MULTIFLEX Girder Slab Formwork product system. The sole use of the provided Application is not sufficient for the intended use of the MULTIFLEX Girder Slab Formwork product system.

·         Before using the results and graphic representations determined and/or created by the MULTIFLEX Girder Slab Formwork Configurator, the User must carefully familiarise themselves with the important requirements for proper use of the MULTIFLEX Girder Slab Formwork Configurator as described in the “Technical Information” section of the “Settings and Information” menu under Clauses 1.–4. The User is obliged to comply with the important requirements in the sense of the preceding sentence when implementing the results and graphic representations.

·         The MULTIFLEX Girder Slab Formwork Configurator can only be used to:

·         determine the total load according to DIN EN 12812:2008-12;

·         calculate and, if necessary, optimize the utilisation rates of the respective secondary/primary girders and props selected by the User for the MULTIFLEX Girder Slab Formwork product system.

The values and functions of the MULTIFLEX Girder Slab Formwork Configurator listed above are only possible for the girder combinations MULTIFLEX GT 24 / GT 24, MULTIFLEX GT 24 / 2 x GT 24, MULTIFLEX VT 20K / GT 24, MULTIFLEX VT 20K / VT 20K and MULTIFLEX VT 20K / 2 x VT 20K and the slab prop types PEP Ergo, PEP 20, PEP 30 and MULTIPROP MP. Values for other products from PERI or third-party suppliers cannot be calculated with the MULTIFLEX Girder Slab Formwork Configurator.

 

ST 100 Stacking Tower Configurator

·         With the “ST 100 Stacking Tower Configurator”, PERI provides the User with an Application for various end devices and web-based browsers which can be used to determine the permissible leg load and, if necessary, the load against sliding of the configuration selected by the User based on the type test TP-12-004:2012-11 for the ST 100 Stacking Tower shoring product system.

·         Basics of the ST 100 Stacking Tower Configurator are:

·         the standard DIN EN 12812:2008-12;

·         the test report of the German Institute for Building Technology (Deutsches Institut für Bautechnik – “DIBt”) in Berlin with number TP-12-004 dated 21/11/2012;

·         the decision of the DIBt in Berlin on amendment, addendum and extension of the type test of 21/11/2012 with number TP-12-004 of 25/06/2014;

·         the decision of the DIBt in Berlin on the extension of the validity of the type test of 21/11/2012 with number TP-12-004 of 12/06/2019;

·         the performance data of the ST 100 Stacking Tower shoring product system as contained in the current Assembly and Use Instructions (AuV) for the ST 100 Stacking Tower shoring product system; the documents mentioned here will be sent to the User free of charge on request at apps-tools.service@peri.de.

·         Compliance by the User with the provisions of the standard DIN EN 12812:2008-12 and the general and special provisions of the test reports and notifications of the DIBt in Berlin listed above is required for the use of the ST 100 Stacking Tower Configurator.

·         Before using the ST 100 Stacking Tower Configurator, the User must carefully familiarise himself with the Assembly and Use Instructions (AuV) for the ST 100 Stacking Tower shoring product system. The sole use of the provided Application is not sufficient for the intended use of the ST 100 Stacking Tower shoring product system.

·         Before using the results and graphic representations which are determined and/or created by the ST 100 Stacking Tower Configurator, the User must carefully familiarise himself with the important prerequisites for the intended use of the ST 100 Stacking Tower Configurator which have been made known in the Application within the scope of the chapter “Technical Information” of the menu “Settings and Information” under clauses 1.–11. The User is obliged to comply with the important requirements in the sense of the preceding sentence when implementing the results and graphic representations.

·         The ST 100 Stacking Tower Configurator can only be used to determine the permissible leg load and, if applicable, the load against sliding of the configuration selected by the User based on the type test TP-12-004:2012-11 for the ST 100 Stacking Tower shoring product system.

·         Values of other products from PERI or third-party suppliers cannot be calculated with the ST 100 Stacking Tower Configurator.

·         In order to determine the permissible leg load and, if applicable, the load against sliding, the tower height H is defined as the distance between the lower edge of the base plate and the upper edge of the top plate of the spindles.

·         It is provided as a web Application, which can be accessed with a current web browser. A detailed list of which browsers are currently supported is available on the website of the Application mentioned.

 

MDS K Shoring Tower Configurator

·         With the “MDS K Shoring Tower Configurator”, PERI provides the User with an Application for various end devices and web-based browsers, with the help of which the determination of the permissible leg load and, if necessary, the load against sliding of the configuration selected by the User and the creation of a parts list of the configuration to be selected by the User for the product system PERI UP Flex MDS K Shoring Tower can be carried out.

·         Basics of the MDS K Shoring Tower Configurator are:

·         the standard DIN EN 12812:2008-12;

·         the performance data of the PERI UP Flex MDS K Shoring Tower product system, which can be found in the current Assembly and Use Instructions (AuV) for the PERI UP Flex MDS K shoring tower product system; the documents mentioned here will be sent to the User free of charge on request at apps-tools.service@peri.de.

·         Compliance with the provisions of the standard DIN EN 12812:2008-12 by the User is required for the use of the MDS K Shoring Tower Configurator.

·         Before using the MDS K Shoring Tower Configurator, the User must carefully familiarise themselves with the Assembly and Use Instructions (AuV) for the PERI UP Flex Shoring Tower MDS K product system. The sole use of the provided Application is not sufficient for the intended use of the PERI UP Flex Shoring Tower MDS K product system.

·         Before using the results and graphical representations that are determined and/or created by the MDS K Shoring Tower Configurator, the User must carefully familiarise themselves with the important requirements for the proper use of the MDS K Shoring Tower Configurator as described in the “Technical Information” section of the “Settings and Information” menu under Clauses 1.–11. The User is obliged to comply with these when implementing the results and graphic representations.

·         The MDS K Shoring Tower Configurator can only be used for the PERI UP Flex MDS K product system to:

·         Determine the permissible leg load and, if applicable, the load against sliding of the configuration selected by the User;

·         Create the parts list of the configuration to be selected by the User.

·         Values of other products from PERI or third-party suppliers cannot be calculated with the MDS K Shoring Tower Configurator.

·         In order to determine the permissible leg load and, if applicable, the load against sliding, the tower height H is defined as the distance between the lower edge of the base plate and the upper edge of the top plate of the spindles.

·         It is provided as a web Application, which can be accessed with a current web browser. A detailed list of which browsers are currently supported is available on the website of the Application mentioned.

 

MULTIPROP Shoring Tower Configurator

·         With the “MULTIPROP Shoring Tower Configurator”, PERI provides the User with an Application for various end devices and web-based browsers with the help of which the determination of the permissible leg load of the configuration selected by the User and the determination of an optimal configuration based on the type tests S-N/170152:2017-11, S-N/080286:2008-08 and S-N/070234:2008:08 for the MULTIPROP System product system can be carried out.

·         The basics of the MULTIPROP Shoring Tower Configurator are:

·         the standard DIN EN 12812:2008-12;

·         the test report of the State Trade Office Bayern (Landesgewerbeanstalt Bayern – “LGA”) in Nuremberg with number S-N/040361 of 26/10/2005;

·         the decision of the LGA in Nuremberg on amendment and extension of the type test of 26/10/2005 with number S-N/100134 of 17/12/2010;

·         the decision of the LGA in Nuremberg on amendment and extension of the type test of 26/10/2005 with number S-N/120134 of 14/08/2012;

·         the decision of the LGA in Nuremberg on modification and extension for type testing of 26/10/2005 with number S-N/170152 of 27/11/2017;

·         the test report of the LGA in Nuremberg with number S-N/080286 of 15/08/2008;

·         the test report of the LGA in Nuremberg with number S-N/070234 of 15/08/2008;

·         the performance data of the MULTIPROP System product system as given in the current Assembly and Use Instructions (AuV) for the MULTIPROP System product system; the documents mentioned here will be sent to the User free of charge on request at apps-tools.service@peri.de.

·         Compliance by the User with the provisions of DIN EN 12812:2008-12 and the general and special provisions of the test reports and notifications of the LGA in Nuremberg listed above is required for the use of the MULTIPROP Support Tower Configurator.

·         Before using the MULTIPROP Support Tower Configurator, the User must carefully familiarise himself with the Assembly and Use Instructions (AuV) for the MULTIPROP System product system. The sole use of the provided Application is not sufficient for the intended use of the MULTIPROP System product system.

·         Before using the results and graphic representations determined and/or created by the MULTIPROP Support Tower Configurator, the User must carefully familiarise himself with the important requirements for the intended use of the MULTIPROP Support Tower Configurator as described in the “Technical Information” section of the “Settings and Information” menu under Clauses 1.–11. The User is obliged to comply with the important requirements in the sense of the preceding sentence when implementing the results and graphic representations.

·         The MULTIPROP Support Tower Configurator can only be used for the MULTIPROP product system to:

·         determine the permissible leg load of the configuration selected by the User;

·         determine an optimal configuration.

·         Values of other products from PERI or third-party suppliers cannot be calculated with the MULTIPROP Support Tower Configurator.

·         To determine the permissible stem load, the tower height H is defined as the distance between the lower edge of the base plate and the upper edge of the top plate of the spindles.

·         It is provided as a web Application, which can be accessed with a current web browser. A detailed list of which browsers are currently supported is available on the website of the Application mentioned.

 

PERI CAD^®

·         PERI CAD^® is a CAD-Application in work preparation for 2D & 3D planning of scaffolding and formwork solutions. It contains functions for planning simple and complex solutions with PERI systems, creating layouts and parts lists. The solutions and work results created with PERI CAD^® require a check for correctness and feasibility by an Expert User. The User must plan and check the design in accordance with the valid design guide-lines and technical rules and in accordance with the valid Assembly and Use Instructions (AuV) of the individual products.

·         Planning is carried out for PERI products which, in addition to semi-automatic/automatic formwork, can be used via the components catalogue. Third-party products are not provided in PERI CAD^® and are not supported. Both the automatic solution generation and the component catalogue are continuously expanded and improved. The provided state has no claim to completeness and requires an expert evaluation of the correctness of the solution.

·         PERI CAD^® is extended by further Applications and Services such as the Product System Configurator or PERI ForceControl^® in order to provide the User with additional functions for specific Applications. These Applications, their features and system requirements are described separately.

·         With PERI CAD^®, PERI provides the User with an On-Premise Application via download which must be licensed and activated by PERI. For error-free use, the User must install additional programs based on the current system requirements or have them installed by his administrators. This includes software such as AUTO CAD Architecture in the specified version to be licensed separately by the User.

·         More detailed information will be sent to the User on request at cad.hotline@peri.de. The use of PERI CAD^® requires sound design and static knowledge of PERI material from the User and is assumed when using PERI CAD^®.

 

PERI Extended Experience^® App

·         With the PERI Extended Experience^® App, PERI offers Users the possibility of mobile 3D visualisation of construction projects. The stored 3D models can be shown on the display of the mobile device in the two display modes Augmented Reality (AR) and Virtual Reality (VR).

·         In Augmented Reality mode, a 3D model is projected into the User’s environment. Using “anchor point”, the model can be positioned in space and viewed on the display in its original size

·         In Virtual Reality mode, a 3D model can be called up quickly and easily. By means of simple finger gestures different functions can be executed (e.g., zoom, rotate)

·         With the PERI Extended Experience^® App, PERI offers Users access to exemplary 3D CAD models of various PERI solutions and systems. The presented solution is created for a specific situation, which may differ from reality. For this reason, it is prohibited to reuse the provided solutions in whole or in part and to transfer them to other situations.

·         The PERI Extended Experience^® App is exclusively intended for solutions using PERI systems. The provision and presentation of third-party CAD solutions is not possible.

·         With the PERI Extended Experience^® App, PERI provides the User with an application for mobile end devices which fulfil the defined system requirements. The Application can only be installed and used without errors if the current version and the corresponding system requirements are met. Certain functions of the App can use central Services and features. These functions are only available if the terminal device used has a data connection to the Internet to access the data and Services.

·         The use of the PERI Extended Experience^® App is only intended for those Users who are sufficiently qualified to use and operate the App. The qualification also includes the knowledge and experience to correctly apply the described PERI systems based on the Assembly and Use Instructions (AuVs). Simply using the PERI Extended Experience^® App to use the PERI systems without CAD plans and static calculations is not sufficient. In addition, appropriate knowledge of how to use a smartphone and an Android/iOS-based app is required. Before using the PERI Material Scan^® App, the User must familiarize himself independently and thoroughly with the Application.

·         The PERI Extended Experience^® App and the related 3D models are intended for visual demonstration purposes only and do not replace professional planning by a qualified and sufficiently trained engineer.

·         Important note: When using the PERI Extended Experience^® App and any related 3D model, including AR and VR, for demonstration purposes, please keep your environment in mind for your own safety and the safety of others.

 

PERI ForceControl^®

·         PERI ForceControl^® is an extension of PERICAD for structural analysis of PERI systems. It contains all the functions of PERI CAD to plan PERI systems, create layouts and parts lists and, in addition, to check the design statically and document the results in an auditable manner. The calculation is exclusively for PERI products, third-party products are expressly not supported by PERI ForceControl^®.

·         PERI ForceControl^® is made available to the User as a download. The calculation of internal forces, bearing reactions and deformations of the system is done via the interface of the downloaded Application cloud-based using RFEM from the company © DLUBAL. From the internal forces, PERI ForceControl^® calculates the utili- sation of the individual articles according to the latest approvals and standards. The workload can be displayed both numerically and graphically.

·         The following products can be statically verified:

·         PERU UP Flex (based on the approvals Z-8.22-863 and Z-8.22-951 and based on the following standards, among others: DIN EN 12811, DIN EN 12812; DIN EN 1991-1-4, DIN EN 1993-1-1; DIN EN 1993-1-8 in their respective valid versions) MULTIPROP (based on approval Z-8.22-802 and on the basis of the following standards, among others: DIN EN 12811, DIN EN 12812; DIN EN 1065; DIN EN 16031, DIN EN 1991-1-4, DIN EN 1993-1-1; DIN EN 1993-1-8, DIN EN 1999-1-1 in their respective valid versions)

·         PD5 (based on the following standards, among others: DIN EN 12811, DIN EN 12812, DIN EN 1991-1-4; DIN EN 1993-1-1; DIN EN 1993-1-8 in their respective valid versions)

·         PD8 (based on the following standards, among others: DIN EN 12811, DIN EN 12812, DIN EN 1991-1-4; DIN EN 1993-1-1; DIN EN 1993-1-8 in their respective valid versions)

 

PERI Library+ Revit

·         With the installation of the PERI Library+ plug-in, PERI system components for a wide range of formwork products can be directly integrated into a Revit model. The current version can be requested free of charge using the order form available at https://www.peri.com/de/digital-transformation/peri-library-revit-bestellformu- lar.html.

·         The PERI data package includes the article catalogs for various wall and slab formwork systems including accessories and various functionalities to facilitate the placement of accessories. This allows the formwork to be integrated into the planning solution during the design stage. Automatic functions ensure, for example, that the locks for connecting two frame elements of a wall formwork system are correctly positioned.

·         Before using the PERI content, the User must carefully familiarise himself with the Assembly and Use In- structions (AuV) of the product systems used. The sole use of the provided application is not sufficient for the intended use of the product systems.

·         Every formwork/scaffolding solution, parts list, graphic representation and other results which are determined and/or created by the PERI content require assessment and, if necessary, revision based on the Assembly and Use Instructions (AuV) by an experienced specialist in a suitable CAD and structural analysis tool in or- der to finally obtain the plan for a functional solution.

·         The use of the PERI content is only intended for those users who are sufficiently qualified to use and operate these. The qualification also includes the knowledge and experience to use the provided PERI systems cor- rectly and requires sound design and static knowledge.

 

PERI Material Scan® App

·         With the PERI Material Scan^® App, PERI offers Users the possibility of PERI product and material identification based on QR Codes and RFID / NFC technology. A prerequisite for this is that the material is equipped with the appropriate technology and is ready for use.

·         The PERI Material Scan^® App is intended exclusively for PERI products and materials. PERI makes no claim to completeness of the products & information provided. A provision of product information for third-party products is not available.

·         With the PERI Material Scan^® App, PERI provides the User with an Application for mobile devices which fulfil the defined system requirements. The Application can only be installed and used without errors if the current version and the corresponding system requirements are met. Certain functions of the App can use central Services and features. These functions are only available if the terminal device used has a data connection to the Internet to access the data and Services.

·         The use of the PERI Material Scan^® App is only intended for those Users who are sufficiently qualified to use and operate the App. The qualification also includes the knowledge and experience to use the provided PERI systems correctly. In addition, appropriate knowledge of how to use a smartphone and an Android/iOS-based app is required. Before using the PERI Material Scan^® App, the User must become independently and thoroughly familiar with the Application.

·         The above-mentioned approvals will be sent to the User free of charge upon request at pfc.service@peri.de. Compliance with the provisions of the DIN EN 12812:2008-12 standard and sound static knowledge on the part of the User are required for the use of PERI ForceControl^®.

·         PERI ForceControl^® does not check the construction for correctness and buildability. The User must plan the construction according to the valid technical regulations and according to the valid Assembly and Use Instructions (AuV) of the individual products. The internal forces, deformations, reaction forces and loads determined by PERI ForceControl^® must be checked for plausibility by the User before use.

·         For error-free use of PERI ForceControl^®, it is essential that the current version is used and that the relevant system requirements are fulfilled.

 

PERI QuickSolve^®

·         With PERI QuickSolve^®, PERI provides the User with an Application for various end devices and web-based browsers which can be used to determine a possible formwork solution in the form of calculation results and graphical representations for floor plans selected/drawn by the User.

·         Every formwork/scaffolding solution, parts list, graphic representation and other results which are determined and/or created by PERI QuickSolve^® require assessment and, if necessary, revision based on the Assembly and Use Instructions (AuV) by an experienced specialist in a suitable CAD and structural analysis tool in order to finally obtain the plan for a functional solution.

·         These results are calculated on the basis of key data and the floor plan which the User enters in PERI QuickSolve^®. In addition, changes to key data or inaccuracies in the data and floor plans entered by the User as well as detail deviations from the standards stored in PERI QuickSolve^® can lead to the results calculated using PERI QuickSolve^® showing inaccuracies compared to a formwork solution that was created using a suitable CAD and structural analysis tool based on the Assembly and Use Instructions.

·         Basis for PERI QuickSolve^® are:

·         the standards DIN 18218:2010-01, DIN 18202:2019-07 and the standard DIN EN 12812:2008-12;

·         the performance data of the product systems used, as shown in the current Assembly and Use Instructions (AuV) for the product systems used; the documents mentioned here will be sent to the User free of charge on request at apps-tools.service@peri.de.

·         Compliance by the User with the general and specific provisions of the above listed basic principles for PERI QuickSolve^® is required for the use of PERI QuickSolve^®.

·         Before using PERI QuickSolve^®, the User must carefully familiarise himself with the Assembly and Use Instructions (AuV) of the product systems used in PERI QuickSolve^®. The sole use of the provided application is not sufficient for the intended use of the product systems.

·         Before using the results, formwork solutions, parts lists and graphic representations determined and/or created by PERI QuickSolve^®, the User must carefully familiarise themselves with the important prerequisites for the proper use of PERI QuickSolve^® as described in the chapter “Technical Information”. The User is obliged to comply with the requirements in the sense of the preceding sentence when implementing the results and graphic representations.

·         With PERI QuickSolve^®, it should be possible to determine for the different product systems:

·         a possible (partial) formwork solution for the floor plan entered by the User as calculation results or graphic representations;

·         associated material lists and non-binding prices.

·         Other third-party products or PERI products not implemented in PERI QuickSolve^® cannot be calculated with PERI QuickSolve^®. PERI is not obliged to implement third-party products and PERI products in PERI QuickSolve^®.

·         When determining the number of accessories to be used (e.g., push-pull props, working and concreting scaffolds, guardrails, etc.), the applicable country-specific standards must be observed.

·         It is provided as a web Application, which can be accessed with a current web browser. A detailed list of which browsers are currently supported is available on the website of the Application mentioned.

 

PERI Tekla Components for the Tekla Warehouse for Tekla Structures

·         PERI provides the following content within Tekla Warehouse:

·         Tekla Components for designated systems

·         Definitions of so-called conditions (predefined T-junctions, corner and stop end solutions)

·         Configuration files for the Formwork Placing Tool for designated systems

·         Before using the PERI content, the User must carefully familiarise himself with the Assembly and Use Instructions (AuV) of the product systems used. The sole use of the provided application is not sufficient for the intended use of the product systems.

·         Every formwork/scaffolding solution, parts list, graphic representation and other results which are determined and/or created by the PERI content require assessment and, if necessary, revision based on the Assembly and Use Instructions (AuV) by an experienced specialist in a suitable CAD and structural analysis tool in or- der to finally obtain the plan for a functional solution.

·         The use of the PERI content is only intended for those users who are sufficiently qualified to use and operate these. The qualification also includes the knowledge and experience to use the provided PERI systems correctly and requires sound design and static knowledge.

 

Product System Configurator as part of PERI CAD^®, PERI ForceControl^® and PERI QuickSolve^®

·         With the “Product System Configurator” (hereinafter referred to as PSC) as a web service, PERI provides the User with an Application with the help of which a possible scaffolding solution can be determined in the form of calculation results and graphic representations for articles and boundary conditions selected by the User.

·         Every scaffolding solution, parts list, graphic representation and other results, which are determined and/or created by Product System Configurator, require assessment and, if necessary, revision based on the Assembly and Use Instructions by an experienced specialist in a suitable CAD and structural analysis tool, in order to ultimately obtain the plan for a functional solution.

·         These results are calculated based on the key data and the scaffolding parameters that the User enters in the Product System Configurator. In addition, changes in the key data or inaccuracies in the data and scaffolding parameters entered by the User, as well as detail deviations from the standards stored in the Product System Configurator may result in inaccuracies in the results calculated using the Product System Configurator compared to a scaffolding solution created with a suitable CAD and structural analysis tool based on the Assembly and Use Instructions.

·         Basics of the PSC are:

·         the standards DIN EN 12812:2008-12 and DIN EN 12811-1:2004-03;

·         the type tests or the performance data of the product systems used, as can be taken from the current Assembly and Use Instructions (AuVs) for the product systems used; the documents mentioned here will be sent to the User free of charge on request at apps-tools.service@peri.de.

·         Compliance by the User with the general and specific provisions of the PSC principles listed above is a prerequisite for the use of the PSC.

·         Before using the PSC, the User must carefully familiarise themselves with the Assembly and Use Instructions (AuVs) of the product systems used in the PSC. The sole use of the provided Application is not sufficient for the intended use of the product systems.

·         Before using the scaffolding solutions, results, parts lists and graphic representations which are determined and/or created by the PSC, the User must carefully familiarise themselves with the important prerequisites for the intended use of the PSC as announced in the application in the chapter “Technical Information” (https://peri-psc-shoring.azurewebsites.net/ressources/20190718_PERI%20Technische%20Informationen_PSC_v1.0.pdf). The User is obliged to comply with the important requirements in the sense of the preceding sentence when implementing the scaffolding solutions, results, parts lists and graphic representations.

·         With the PSC it should be possible to determine for the different product systems:

·         a possible (partial) framework solution for the articles and boundary conditions selected by the User as calculation results or graphical representations;

·         load capacities of type-calculated scaffolding solutions;

·         associated material lists and non-binding prices.

·         Other third-party products or PERI products not implemented by PSC cannot be calculated with PSC. PERI is not obliged to implement third-party products or products from PERI in PSC.

·         When determining the number of accessories to be used (e.g., push-pull props, work platforms, guardrails, etc.), the applicable country-specific standards must be observed.

·         To determine the load capacity, the tower height H is defined as the distance between the lower edge of the base plate and the upper edge of the top plate of the spindles.

·         It is provided as a web Application which can be called as a component in the products PERICAD, PERI ForceControl and PERI QuickSolve^®.

 

Formwork Loads Calculator

·         With the “Formwork Load Calculator”, PERI provides the User with an Application which can be used to deter- mine the maximum pouring rate or the maximum fresh concrete pressure according to DIN 18218:2010-01 and taking into consideration selected wall formwork and tie systems.

·         Basics of the Formwork Load Calculator are:

·         the standards DIN 18218:2010-01, DIN 18202:2019-07 and DIN EN 206:2017-01;

·         the performance data of the MAXIMO, TRIO and DOMINO panel formwork product systems, as shown in the current Assembly and Use Instructions (AuVs) for the MAXIMO, TRIO and DOMINO panel formwork product systems; the documents mentioned here will be sent to the User free of charge on request at apps-tools.service@peri.de.

·         Compliance with the provisions of the standards DIN 18218:2010-01, DIN 18292:2019-07 and EN 206:2017-01 by the User is assumed for the use of the Formwork Load Calculator.

·         Before using the Formwork Load Computer, the User must carefully familiarise himself with the Assembly and Use Instructions (AuVs) for the MAXIMO, TRIO and DOMINO panel formwork product systems. The sole use of the Application provided is not sufficient for the intended use of MAXIMO, TRIO and DOMINO panel from-work product systems. The Formwork Load Calculator can only be used to:

·         determine the maximum pouring rate or the maximum fresh concrete pressure according to DIN 18218:2010-01;

·         consider the maximum pouring rate of selected wall formwork and tie systems for the MAXIMO, TRIO and DOMINO panel formwork product systems.

·         The values and functions of the Formwork Load Calculator listed above are only available for MAXIMO, TRIO and DOMINO panel formwork.

·         Values of other products from PERI or third-party suppliers cannot be calculated with the Formwork Load Calculator.

·         With the Formwork Calculator no results can be calculated for the low pouring rates (less than 0.5 m/h).

·         It is provided as a web Application which can be accessed with a current web browser. A detailed list of which browsers are currently supported is available on the website of the Application mentioned.

2        Portal

The Portal has, depending on the package agreed upon, the scope and the purposes of use described below and specific conditions of use. In addition, but only subordinate to this, the scope, intended use and conditions of use of the Portal are set out in the description of the Portal available at https://www.peri.de/produkte/planungssoftware-apps-tools.html or on a PERI website from which you ordered Portal access at the time the contract was concluded.

2.1       Contents. The Portal provides the User with access to data and information (“Contents”). The prices of the different service packages can be found in the product data sheet.

2.2       Technical documents stored in myPERI in a language other than German are only translations of the original German document. The original document is based on German and European law (Product Safety Act / Machinery Directive) and European Standards (EUROCode). For the application and testing of PERI products, all relevant standards and laws must always be observed. In particular with regard to records and documents that have been specially developed for a country and published in the Portal, the relevant regulations for that country apply. The User must in any case observe the locally applicable standards and laws.

2.3       The following conditions apply to videos published on the Portal. For the use of PERI products, in particular the products shown in this video, the User must observe the applicable and relevant standards and laws in the respective states in their current version. The image and sound recordings used in this video are snapshots and do not represent the finished final assembly state. In particular, safety and anchor details are not to be regarded as meaningful, definitive and correct. Safety and anchor details are subject to the risk assessment of the User. Among other things, computer graphics are used in the video, which are only to be understood as system representations; for better comprehensibility, such graphics and the detailed representations shown are reduced to certain aspects. The possible safety devices shown in this video must be observed by the User in case of use.

2.4       The User must always observe the currently valid Assembly and Use instructions (Aufbau- und Verwendungsanleitungen – “AuV”) for the PERI products he uses. The systems and items shown in these videos may not be available in every country. Safety instructions and load specifications must be strictly observed by the User. Changes and deviations require a separate static proof by the User. Technical changes, especially those that serve progress, are subject to change. Errors and spelling mistakes reserved.

2.5       myPERI “Drawings”. PERI provides the User with project-related drawings specially created for the User in the Portal (“myPERI ‘Drawings’ “) for viewing and downloading. myPERI “Drawings” are specially created for the client and always refer to a construction project which the User is seeking to realise.

2.6       myPERI “Drawings” are valid if and for as long as they are posted on the myPERI online Portal from PERI. myPERI “Drawings” become invalid if they are removed from the myPERI online Portal, declared invalid or are no longer accessible to the client on the myPERI online Portal for other reasons.

2.7       If new versions of already existing versions of myPERI “Drawings” are posted on the Portal, the new versions replace the previous versions. When a new version of a myPERI drawing is created, the previous versions become invalid.

2.8       Unless mandatory legal provisions permit otherwise, the User may not modify or reverse engineer myPERI “Drawings”, nor may they remove parts from them. myPERI “Drawings” modified by the User are invalid.

2.9       If a new myPERI Drawing or a new version of an existing myPERI Drawing has been posted on the PERI Portal, PERI will inform the User of this by means of an information email, usually within 60 minutes of posting the new myPERI Drawing or new version of an existing myPERI Drawing.  You may opt out of receiving email notification by notifying PERI in text form of your decision to opt-out, in which case, the User must ensure that it checks myPERI for updated myPERI Drawings.

2.10     With this option, PERI generally no longer sends drawings additionally by e-mail or post to the User. Drawings that are nevertheless sent to the User by e-mail or post at the express request of the User serve only to inform the User and are not binding. PERI reserves the right to charge the costs for the additional shipping.

2.11     Technical requirements

2.11.1     PERI article in DWG format: DWG is a design data format and is used in many design environments (CAD). Files with the .dwg extension can usually be assumed to be compatible with AutoCAD software products and supported by common CAD systems.

2.11.2     Portal. The technical prerequisite for using the Portal is that the User has Internet Explorer 9 or higher. The Portal is delivered as a cloud-based Software-as-a-Service.

3        GENERAL WARNINGS – CONSULT APPLICABLE MANUALS, INSTRUCTIONS, DRAWINGS BEFORE USE OF MATERIALS.

 i.        Regardless of any use by User of any Application or Portal,  the User is responsible for using any PERI manufactured or supplied materials, including, but not limited to scaffolding and formwork solutions and components comprising a solution (collectively, “Materials”) in compliance with and subject to the applicable purchase or lease agreement through which the User acquired such Materials, as well as in full compliance with all applicable manuals, assembly or layout drawings provided for the use of the Materials (“assembly drawings”), any other instructions provided or made available by PERI for the use of the Materials, and all applicable standards (including any set forth in this Appendix), laws, ordinances and regulations, including, but not limited to, those promulgated for or by the local agency for safety and health in a workplace. PERI manuals are available upon request.  Any assembly drawings for the application of the Material provided by PERI, including, if requested, drawings generated by AutoCAD or similar program or through an Application or the Portal are provided to conceptually illustrate the assembly of PERI Material only. Assembly drawings are neither intended to be fully directive nor cover engineering details for PERI’s Material or materials not furnished by PERI.  Assembly drawings do not include reshoring/back shoring calculations for formwork, which are User’s sole responsibility.  All PERI-supplied Assembly drawings are based upon information provided by User and/or others and it is the User’s responsibility to use the Material (and to ensure use by others, including the User’s laborers, employees, subcontractors or others is) in accordance with safe engineering and construction practices and applicable law.  PERI provides its Material to sophisticated end users and it does not control assembly or procedures at the project site, or the grade or quality of materials or equipment supplied by third parties.  It is the User’s responsibility to integrate PERI’s assembly drawings into composite drawings suitably complete for construction purposes.   The User must ensure that all manuals, instructions for use, assembly drawings and any other information or training necessary for the proper and safe use of the Material is provided and available to User’s employees, laborers, subcontractors or others using the Material.  The User must continuously inspect the Materials before assembly and during use and immediately cease use of any defective Materials or Materials that do not comply with the manuals, instructions for use, assembly drawings or applicable laws or standards and promptly notify PERI of the same in writing. 

ii.        Improper use of the Materials may pose a grave and serious risk to property or persons.   Using the PERI Materials without proper training or contrary to applicable manuals, assembly drawings, any other instructions provided or made available by PERI for the use of the Materials, or applicable standards (including any set forth in this Appendix), laws, ordinances and regulations could lead to death, serious bodily injury or severe property damages (“high-risk use”).  If the User elects to use the Material in manner that is a high-risk use, the User does so at its own risk.

iii.        Material may be heavy.  To reduce the risk of lifting related injuries, death or damage, it may be advisable to use more than one person to lift the Material.  It is important to use proper lifting posture when lifting and/or moving Material and to follow all instructions in the applicable manual and instructions for use for the Material to avoid tipping or falling Material during movement.

iv.        These warnings, as well as any contained in the applicable manuals and instructions for use for the Material, generally relate to the Material in a stand-alone environment. One or more of the warnings may not apply or may be inadequate or incomplete for the hazards or other risks associated with the User’s application or use of the Material. You are solely responsible for determining the warnings that are required by your application, the content of those warnings, and how those warnings are delivered to employees, laborers, subcontractors or others using the Material.

 

Appendix 3          Acceptable Use Policy for Administrators and Invited Users

Note for Corporate Customers: These “Acceptable Use Policy for Administrators and Invited Users” is only an example of usage guidelines of a general nature. It is not part of the Services owed by PERI and must be adapted by the Corporate Customers in individual cases.

* * * * *

1        What is the scope of validity of this Policy?

1.1       Certain Applications and the online Portal myPERI on the websites of PERI SE, Rudolf-Diesel-Straße 19, 89264 Weißenhorn, Germany (“PERI”) and the PERI Applications in download stores such as Apple AppStore or Google PlayStore (each “Application”) are operated by PERI and made accessible by us [Company name and company client registered headquarters] (“we”, “us” or “our”) for you as administrator (“Administrator”) or other end Users (“Invited Users” or “you”).

1.2       This Acceptable Use Policy for Administrator and Invited Users (“Policy”) governs your use of your account for the Applications and the functionality provided therein as Administrators and/or Invited Users. Please read this Policy carefully and refrain from using the account if you do not agree with the Policy.

1.3       PERI operates your account subject to a separate agreement, including terms of use (“Service Contract”) between PERI and us. We appoint an Administrator for the User. The Administrator initiates email invitations to give other end Users – the Invited Users – access to the Applications we have intended for use by the User. If you are the administrator or have received such an email invitation, you can use your access data to access the Applications to the extent agreed by us with PERI. We or – in the case of an Invited User – our administrator may limit the scope of the functionalities of the Applications available to you. The use of the account is free of charge for the administrator in relation to PERI.

2        What rights of use do you have?

2.1       Subject to the terms of the Service Contract, we grant you a limited, worldwide, royalty-free, non-exclusive, worldwide, non-transferable and non-sublicensable right to use your account, the Applications that we have invited you to use and the functionalities made available thereon within the scope of your activity for us. We grant you this right of use for the duration of the term of your account, which is explained further below in this Policy, unless and until our Service Contract is terminated.

2.2       In particular, as administrator you have the right to invite Invited Users to access the Applications. In doing so, you must only use the functionalities of the Application and are subject to the restrictions of the package sizes we have agreed with PERI as well as the term of use of the Service Contract.

2.3       As an Invited User, you have in particular the right to use the functionalities of the Applications that have been activated for you and, exclusively by using any export functions contained in the Applications, to carry out file exports and to store exported files and to use them in the context of your activity for us. The right of use for exported files is unlimited in time.

2.4       Any further use of your account is not permitted, unless expressly agreed in this Policy or required by mandatory legal provisions. In particular, you are not permitted to rent, sell, lend, sublicense, make publicly available, process, use or allow to be used for the production or operation of a competing product or otherwise use or exploit your user access or content of the Applications or provide third parties with access to the Applications.

2.5       The intellectual property and all copyrights to the Applications and the information, concepts, work results and processes contained therein (Intellectual Property) remain with PERI.

2.6       If you upload any content (User Content) to any Application, it must not violate any intellectual property rights of third parties such as copyrights, trademark rights, rights to a name or otherwise protected rights.

2.7       You are not authorised to enter or load harmful content such as viruses, Trojans and malware into the Applications.  You shall not upload any User Content that is, itself, or the uploading of such content is a violation of any law of any jurisdiction or third-party rights.

2.8       You are not allowed to retrieve information or data without authorisation, to intervene or allow unauthorised intervention in PERI programs, to penetrate or allow unauthorised intervention in PERI data networks, to use the Applications in violation of the law, to investigate, exploit or test weak points in the Applications, to create derivative works based upon the any Application  or any Intellectual Property owned by PERI, access any Application to build a similar or competitive product, reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of any Application, Portal or PERI system or network, to violate PERI security or authentication mechanisms. PERI may monitor or check the use of the Applications.

2.9       You are expressly prohibited from forwarding access data to third parties and/or allowing third parties to use your personal access data without the expressly, written authorisation.

3        What rights do you grant PERI to your User Content?

For the duration of our user relationship with PERI, you grant PERI the non-exclusive, royalty-free and sub-licensable right to use the work results generated by you in the course of your use of the Applications (which shall be deemed part of User Content), which is necessary for PERI to provide Services to other Users. This includes, among other things, the right to store your User Content, to edit it, delete it, to change its order, to convert it technically, to convert it into another format.

4        What obligations do you have?

4.1       You must protect the user access assigned to you from access by unauthorised third parties and not pass it on to unauthorised users. You must inform us immediately and change all passwords if you have reason to believe that unauthorised third parties have gained access to the Applications and/or your account.

4.2       You are obliged not to misuse the Applications. This means in particular that you are not permitted to investigate, exploit or test vulnerabilities in the Applications, an underlying system or network or to violate their security or authentication mechanisms. PERI may monitor or review your use of the Applications to verify that you are using the Applications to the extent agreed between us and PERI.

4.3       You are obliged to refrain from any attempt to access information or data without authorisation, either by yourself or through unauthorised third parties, or to interfere or cause to be interfered with programs operated by PERI or to penetrate PERI’s data networks without authorisation.

4.4       You agree to comply with all applicable local, state, national and foreign laws in connection with your use of any Application, Portal or PERI system or network, including those laws related to data privacy, international communications, export control laws and regulations and the transmission of technical or personal data. 

5        What is the Term of your Account?

5.1       You can deactivate your account at any time without giving reasons by sending an email to PERI at info.myPERI@PERI-USA.com  or using any “Delete” button in your account.

5.2       If we have reasonable grounds to suspect that you are in breach of this Policy, we reserve the right to disable your access until the breach is remedied and, in the event of a repeated or irreparable breach, to permanently delete your entire account.

5.3       Your account will continue to exist until you deactivate your account, – in the case of an Invited User – our Administrator deletes your account, or the contractual relationship between us and PERI relating to your account is terminated – whichever occurs earlier (“Term of your Account”).

5.4       When your account expires, your account will be deactivated and you will no longer be able to access it or the Applications.

5.5       If you have the legal right to terminate your account for cause (außerordentliche Kündigung), this right remains unaffected.

6        Who is responsible for processing your personal data?

6.1       For Invited Users and Administrators employed in the European Union or the European Economic Area or to the extent applicable to your use, the following applies:

6.1.1       We are the so-called controller within the meaning of Regulation (EU) 2016/679 (General Data Protection Regulation) for the processing of your personal data in connection with your use of the Applications.

6.1.2       We will inform you in detail in a separate Privacy Policy about how we process your data when you use the Applications.

6.2       For Invited Users and Administrators employed in the United States or to the extent applicable to your use, a separate Privacy Policy on how we use your personal information will be provided or can be found by visiting www.peri-usa.com.

 

---

[1] Includes all Applications and the Portal, the use of which is not entirely free of charge, including, but not limited to, any use of an Application even if a free trial period is provided, as well as any use that includes charges or fees for use of any in-App functions or features, even if these Applications are otherwise free of charge.

[2] “Invited User” according to Part C – Special Terms of Use Premium Services, Clause 3.1.2.

[3] Includes all uses of the Portal, as well as any Applications available through the Portal, that are not entirely free of charge, including, but not limited to, any use of the Portal even if a free trial period is provided, as well as any use that includes charges or fees for use of any in-Portal (or in-App) functions or features even if the use of the Portal is otherwise free of charge.

[4] “Invited User” according to Part C – Special Terms of Use Premium Services, Clause 3.1.2.

[5] See Appendix 2.