Last updated: 5 May, 2022
Please read these terms and conditions carefully before using our service.
Preamble
KNF Solutions UG (haftungsbeschränkt) (hereinafter referred to as KNF) offers Clueify, a cloud-based software-as-a-service (SaaS) solution for analyzing designs. These Terms and Conditions apply to the use of Clueify.
Scope
KNF provides access to and use of its services exclusively on the basis of these Terms and Conditions (T&C). Any contract between KNF and the customer is concluded exclusively on the basis of these T&C. Any terms and conditions of the customer that deviate from these T&C shall not become part of the contract, even if KNF does not expressly object to them. The version of the T&C in effect when the contract is concluded shall prevail.
KNF may amend these Terms and Conditions at any time, subject to a reasonable notice period. After a notice of change is published, the customer has a special right to terminate the contract. The changes shall be deemed accepted unless the customer objects to them in writing within 14 days.
Conclusion of contract
A contract between the customer and KNF is formed through offer and acceptance. The customer submits a binding offer by creating a user account on the platform, selecting a pricing plan, and accepting the T&C. The offer must be submitted by the customer or a representative authorized to act on the customer's behalf. KNF accepts the offer by sending a confirmation email.
KNF may decline to enter into 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.
KNF will store the contract details and send them to the user together with the T&C in a confirmation email after the order has been submitted. The contract details will also be accessible on the KNF website after the order has been submitted.
The information provided by the user is displayed during the ordering process. Before submitting a binding order, the user may correct this information at any time. If the user has not provided all required information, appropriate notices will identify the missing information and allow the user to provide it.
Scope of services
KNF grants the customer a non-exclusive right to access and use KNF's services during the term of the contract. This right is limited in scope and content to the purposes of the contract. The customer acquires no additional rights, particularly with respect to Clueify, its technology, the software application, or the operating software.
KNF will provide the customer with the information necessary to integrate the services after the contract is concluded and throughout its term. KNF may modify its services, provided that the modification does not adversely affect the customer's contractual rights or the level and quality of service described herein. KNF may discontinue services provided free of charge without prior notice. Such discontinuation does not give rise to a claim for damages.
Availability
KNF guarantees average annual availability of 99% for the offered services.
The availability calculation excludes regular maintenance performed between 22:00 and 06:00 (CET/CEST), provided that such maintenance does not exceed four hours per week.
In urgent cases, KNF may perform maintenance outside the regular maintenance window. Where reasonably possible, KNF will notify the user by email in advance. Maintenance outside the regular maintenance window shall not exceed four hours per month.
Prices and payment terms
KNF offers its services under different plans. The applicable prices are set out in the current price list on the website.
Unless otherwise indicated, all prices quoted by KNF exclude any applicable value-added tax.
The billing period begins on the date the user registers for a paid plan. Payment is made monthly or annually in advance, depending on the selected billing cycle.
Invoices are available through the Clueify platform. The usage fee is due immediately upon invoicing.
Monthly or annual usage fees that have already been paid are non-refundable, even if the user deletes their account before the end of the billing period. A paid billing period cannot be transferred to another existing or newly created user account. Fees are also non-refundable if KNF terminates the contract early for good cause, such as use of the service in breach of the contract.
KNF may adjust the usage fee once per year. Price changes must be announced in text form at least six weeks before they take effect. If a price increase does not exceed 10% per year, the customer shall not have a special right to terminate the contract. The right of ordinary termination remains unaffected.
Contract duration and termination
The contract for the paid use of KNF's services continues for an indefinite period.
The use of services provided free of charge shall continue no longer than the specified period. KNF may discontinue free services without prior notice. Such discontinuation does not give rise to a claim for damages.
The user may terminate the paid use of the service at any time by giving seven (7) days' notice before the end of a billing period.
The customer may terminate the contract through the Clueify platform or by email. The right to terminate the contract for good cause remains unaffected.
When the contract ends, the user account will be deactivated.
Note on the right of withdrawal
KNF's offer is intended exclusively for entrepreneurs and freelancers within the meaning of § 14 BGB. Accordingly, there is no right of withdrawal.
User obligations
The user must ensure that all information and details they provide are truthful and accurate.
KNF is not required to provide the user with the application's source code or grant access to it.
In addition, the provisions of sections 69a to 69g of the Act on Copyright and Related Rights shall apply.
The user may not use Clueify beyond the scope permitted by this agreement or allow third parties to do so. In particular, the customer may not reproduce, sell, or temporarily transfer Clueify or any part of it, including by renting or lending it.
Reference
KNF may identify the customer as a reference in advertising materials, online, and in other publications. KNF may also use the customer's logo.
Limitation of liability
The parties shall be liable in accordance with the statutory provisions in cases of fraudulent intent, willful misconduct, or gross negligence. Liability for infringement of third-party intellectual property rights, claims under statutory product liability law, personal injury, and breaches of essential contractual obligations shall also remain unaffected. Essential contractual obligations are obligations whose performance is necessary for the proper execution of the contract and on whose performance the other party may reasonably rely (so-called "cardinal obligations").
In cases of slight negligence, the parties shall be liable only for typical losses that were foreseeable when the contract was concluded. In particular, liability for loss of profit, indirect losses, and consequential losses caused by a slightly negligent breach of a material contractual obligation shall generally be excluded. 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.
The exclusions and limitations of liability above do not apply to losses arising from injury to life, limb, or health caused by KNF's negligent breach of duty; where KNF has acted fraudulently or provided a guarantee; or to the extent that damages must be paid under the Act on Liability for Defective Products.
In accordance with the provisions above, each party shall be liable for the fault of third parties acting on its behalf as if it were its own fault. The limitations and exclusions of liability shall also apply for the benefit of the parties' employees, staff, representatives, corporate bodies, subcontractors, and agents.
Neither party shall be liable for any delay or failure to perform its obligations caused by a force majeure event, such as war, an epidemic, government action, or a natural disaster. The parties agree that strikes do not constitute force majeure.
Data privacy
KNF complies with applicable data protection laws, in particular the General Data Protection Regulation (GDPR) and the Federal Data Protection Act (BDSG), as amended from time to time.
The corresponding privacy policy applies to the Clueify software solution: https://clueify.com/privacy.
Confidentiality
KNF and the customer undertake to keep strictly confidential all confidential information, particularly trade secrets, that becomes known to them during the preparation, performance, and fulfillment of this contract. Neither party may disclose or use such information for any other purpose. This obligation applies with respect to all unauthorized third parties, including unauthorized employees of KNF and the customer, unless disclosure is necessary for the proper performance of KNF's contractual obligations. In cases of doubt, KNF must obtain the customer's consent before making such a disclosure.
Modification of the T&C
KNF reserves the right to change or amend the T&C. The customer will be notified of changes in text form at the email address registered 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. If the user objects, KNF may terminate the contractual relationship as of the effective date of the amended Terms and Conditions. The parties' right to terminate the contract in the ordinary course remains unaffected.
Final clauses
If these Terms and Conditions are translated into another language, this English version is the legally binding version and shall prevail in the event of any conflict or inconsistency.
The customer may transfer the rights and obligations under this agreement to third parties only with KNF's prior written consent. KNF, by contrast, may 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 govern the contractual relationships. The place of jurisdiction is Würzburg.
Any ancillary agreements must be made in writing to be effective.
If one or more provisions of the contract or these T&C are or become invalid, the remaining provisions shall remain valid. The invalid provision shall be replaced by a valid provision that reflects the original economic intent as closely as possible. The same shall apply to any omission in this agreement.
Changes to These Terms and Conditions
We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material, we will make reasonable efforts to provide at least 30 days' notice before the new terms take effect. We will determine, at our sole discretion, what constitutes a material change.
By continuing to access or use our service after those revisions take effect, you agree to be bound by the revised terms. If you do not agree to the new terms, in whole or in part, please stop using the website and the service.
Contact Us
If you have any questions about these Terms and Conditions, you can contact us:
- By email: support@clueify.com
