This translation is for information purposes only. In case of any contradictions between this and the German version, the German version shall prevail.
KNF Solutions UG (haftungsbeschränkt) (hereinafter referred to as KNF) offers a cloud-based software solution (SaaS) for the analysis of designs of any kind under the name "Clueify". The following terms and conditions apply to the use of KNF's software.
KNF provides access and use of its offers exclusively on the basis of these Terms and Conditions (T&C). A contract between KNF and the customer is concluded exclusively on the basis of the following T&C. Any deviating terms and conditions of the customer shall not become part of the contract even if KNF does not expressly object to them. The version of the T&C valid at the time of the conclusion of the contract shall prevail.
KNF is entitled to amend these Terms and Conditions at any time subject to a reasonable notice period. After publication of a change notice, the customer has an extraordinary right of termination. The changes shall be deemed approved if the customer does not object to the changes in writing within 14 days.
A contract between the customer and KNF is concluded by offer and acceptance. The customer makes a binding offer by creating a user account on the platform, selecting a price plan and accepting the T&C. The customer or his representative authorized to represent the customer shall be deemed to have accepted the offer. The declaration of acceptance is made by sending a confirmation by e-mail.
KNF is entitled to refuse the conclusion of the contract without giving reasons.
A prerequisite for the conclusion of the contract is that the user has full legal capacity and is an entrepreneur or freelancer within the meaning of § 14 BGB. In the case of a legal entity, the contract must be concluded by a natural person authorized to represent the entity.
The contract data will be stored by KNF and sent to the user after sending the order in addition to the T&C in a confirmation email. The contract data is accessible on the KNF website after the order has been sent.
The information provided by the user is displayed during the ordering process. Before the user makes a binding order, he can always correct his information. If he has not provided mandatory information, he will be made aware of this by appropriate notices and can make up for it.
KNF grants the provider the right to access the services of KNF during the term of the contract. This right of use is a non-exclusive right of use. It is limited in scope and content to the purposes pursued with the contract. The Provider shall not receive any further rights, in particular to Clueify, the Clueify technology, the software application or the operating software.
KNF will provide the provider with the necessary information for the integration of the services after the conclusion of the contract and during the entire duration of the contract. KNF reserves the right to modify its services as far as the modification does not change the contractual agreements to the disadvantage of the provider or the level and quality of the service mentioned herein. If services are provided free of charge, KNF is entitled to discontinue them without prior notice. A possible claim for damages cannot be justified by this.
KNF guarantees an availability of the offered services of 99% on an annual average.
This does not include regular maintenance work that takes place between 22:00 and 06:00 (CET/CEST) and does not exceed four hours per week.
In urgent cases, KNF also has the right to carry out maintenance work outside the maintenance window. Such work will be announced to the user in advance by e-mail, if the possibility exists. Maintenance work outside the maintenance time window shall amount to a maximum of four hours per month.
KNF offers its services in different variants. The agreed prices can be found in the currently valid price list on the website.
Unless otherwise indicated, all prices quoted by KNF are exclusive of any applicable value added tax.
The billing period begins on the date the user registers for a paid version. Payment is made monthly or annually in advance, depending on the choice of the contract period.
Invoices can be retrieved on the Clueify platform. Payment of the usage fee is due immediately upon invoicing.
A refund of monthly or annual usage fees already paid is not possible, even if the user independently deletes his account before the end of the contract period. A transfer of an already paid usage period to another already existing or newly created user account is not possible. Likewise, no refund is possible if KNF terminates the contract prematurely for good cause (e.g. due to non-contractual use of the offer).
KNF is entitled to adjust the user fee once a year. Price changes must be announced in text form at least six weeks before they take effect. In the event that the price increase does not exceed 10% per year, the customer shall not have a special right of termination. The right of proper termination shall remain unaffected.
The contract on the use of the paid service of KNF runs for an indefinite period of time.
The use of any services provided free of charge shall run at most until the end of the specified period. In the case of services provided free of charge, KNF is also entitled to discontinue them without prior notice. A possible claim for damages cannot be justified by this.
The User may terminate the paid use of the Service at any time with seven (7) days' notice to the end of a billing period.
The termination can be made within the Clueify platform itself or in writing by e-mail. The right to extraordinary termination remains unaffected.
After the contract expires, the user account will be deactivated.
The offer of KNF is exclusively directed to entrepreneurs and freelancers in the sense of §14 BGB. In this respect, there is no right of withdrawal.
The user is obliged to provide all information and details truthfully.
KNF is not obliged to provide the user with the source code of the application or to grant access to it.
In addition, the provisions of §§69a et seq. of the Copyright Act shall apply.
The user is not entitled to use Clueify beyond the use permitted under the terms of this agreement or to have it used by third parties. In particular, the customer is not permitted to reproduce, sell or temporarily transfer Clueify or parts thereof, especially not to rent or lend it.
KNF is entitled to name the customer as a reference in advertising material, on the Internet and in other publications. KNF is also entitled to use the logo of the customer.
The parties shall be liable in the event of malice, intent or gross negligence in accordance with the statutory provisions. Also unaffected shall be the liability for the infringement of third party property rights, for claims based on statutory product liability, for personal injury and for the infringement of essential contractual obligations, the fulfillment of which makes the proper execution of the contract possible in the first place and on the observance of which the other party may regularly rely (so-called "cardinal obligations").
In the event of slight negligence, the parties shall only be liable for the typical damage foreseeable at the time of conclusion of the contract. In particular, liability in the event of a slightly negligent breach of material contractual obligations for loss of profit, indirect damage and consequential damage caused by a defect shall be excluded as a matter of principle. In all other respects, liability for damages of any kind, regardless of the basis of the claim, including liability for culpa in contrahendo, is excluded.
All aforementioned exclusions/limitations of liability shall not apply in the case of damages resulting from injury to life, body or health, which are based on a negligent breach of duty by KNF, as well as in the case that KNF has acted fraudulently or has assumed a guarantee or - as far as relevant - damages are to be compensated according to the Product Liability Act.
The parties shall be liable for the fault of third parties working for them as for their own fault in accordance with the above provisions, whereby the limitations and exclusions of liability shall also apply in favor of the employees, staff, representatives, bodies, subcontractors and vicarious agents of the parties.
In case of force majeure events such as war, epidemics, governmental measures, natural disasters, etc., neither of the parties shall be liable for any delay or non-performance of its obligations caused thereby. The parties agree that strike is not a case of force majeure.
KNF is aware of the applicable provisions of data protection law, in particular the General Data Protection Regulation (GDPR) and the Federal Data Protection Act (BDSG). KNF will comply with the applicable provisions of this EU Regulation as well as supplementary regulations of the legislator regarding data protection as amended from time to time.
The corresponding privacy policy applies to the Clueify software solution: https://www.clueify.com/privacy-policy.
KNF and the customer undertake to maintain strict confidentiality about all confidential processes, in particular business secrets, which come to their knowledge in the course of the preparation, execution and fulfillment of this contract, and to neither disclose nor exploit them in any other way. This shall apply to any unauthorized third parties, i.e. also to unauthorized employees of KNF as well as of the customer and unless the disclosure of information is necessary for the proper performance of the contractual obligations of the supplier. In cases of doubt, the provider is obliged to ask the customer for consent before such disclosure.
KNF reserves the right to change or amend the T&C. The provider will be informed about changes in text form under the e-mail address deposited with KNF. Changes will be communicated to the user at least six (6) weeks in advance. If the User does not object to the amended Terms and Conditions within six (6) weeks, they shall be deemed accepted. In case of an objection by the user, KNF shall have the right to terminate the contractual relationship as of the effective date of the amended Terms and Conditions. The right of the parties to terminate the contract properly remains unaffected.
If KNF provides documents in several languages, the German version shall always take precedence.
The customer may transfer the rights and obligations under this Agreement to third parties only with KNF's prior written consent. KNF, on the other hand, shall be entitled to transfer the rights and obligations under this Agreement to a group company within the meaning of §15 of the German Stock Corporation Act.
The place of performance for all services is Würzburg (Germany). German law shall apply to the contractual relationships. The place of jurisdiction is also Würzburg.
Ancillary agreements must be made in writing to be effective.
Should one or more provisions of the contract and/or these T&C be or become invalid, this shall not affect the validity of the rest of the T&C/contract. The invalid provision shall be replaced by a valid provision that comes as close as possible to the economic intent. The same shall apply in the event of a gap in this agreement.