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General Terms and Conditions of Business for use of the Workplace Pure Platform and the cloud services provided on it

Effective October 21, 2020

  1. Basic provisions
    1. These General Terms and Conditions of Business (hereinafter referred to as „“General Terms and Conditions”“) shall govern the contractual relationship between the customer and the Konica Minolta group company stated in the company legal information (hereinafter referred to as „“Konica Minolta”“) regarding the use of the Workplace Pure Platform (hereinafter referred to as „“Platform”“) and the booking and use of the cloud services provided on it.
    2. The Platform and the cloud services provided on it shall be intended for use solely by business customers within Mexico.
  2. Use of the Workplace Pure Platform
    1. The Platform shall be provided by Konica Minolta free of charge.
    2. The customer shall be required to register before using the Platform and the cloud services provided on it. The data entered by the customer during the registration process shall be accurate and complete and shall be kept up to date by the customer at all times.
    3. After the registration data has been checked and the customer’s credit rating accepted, Konica Minolta shall create a transaction account for the customer (hereinafter referred to as „“Customer Account”“).
    4. The customer may set up multiple user accounts for its Customer Account. User accounts may be created and maintained only for persons who are authorized to represent the customer in legal transactions concerning the use of the Platform and the booking and use of the cloud services provided on it and to make appropriate transactions chargeable to the Customer Account.
    5. Konica Minolta shall be entitled to refuse to create a Customer Account and to block or delete a Customer Account or user account if:
      1. The customer is a private individual;
      2. The customer’s registration data is inaccurate, incomplete or not up to date;
      3. The customer’s credit rating is inadequate;
      4. The customer breaches its contractual duties, as defined in Section 6, to a significant degree or repeatedly, despite warnings; or
      5. A Customer Account or user account is used without authorization in a way that is unlawful or otherwise improper.
  3. Booking and use of cloud services
    1. The cloud services provided on the Platform involve software products provided by Konica Minolta or third-party providers (also referred to individually or jointly as „“Service Provider(s)”“) which the customer can access and hence use via the internet (known as „Software as a Service“).
    2. The function(s) or service specifications of the individual cloud services can be found in the relevant product descriptions.
    3. If the customer concludes a contract via the Platform for use of a cloud service, a contract for pecuniary interest regarding provision of the opportunity to use the cloud service in question shall enter into force between the customer and the relevant Service Provider for the agreed fixed term. Specifically:
      1. A contract for use of a cloud service shall enter into force if (1) the customer completes the relevant booking or ordering process by entering the required data, which at the same time causes a binding offer to conclude the associated contract to be sent to the Service Provider, and (2) the Service Provider accepts this offer either expressly by means of a statement or implicitly by providing the cloud service requested by the customer. Acknowledgments of receipt from a Service Provider shall not constitute acceptance of the offer.
      2. Once the contract has been concluded, the Service Provider shall send the customer the login data required for use of the given cloud service to the e-mail address provided by the customer during the order process, and shall make the cloud service accessible to the customer at the router exit point of the data center where the cloud service’s host server is operated (hereinafter referred to as „“Transfer Point”“). The establishment and maintenance of the data link between the customer’s IT systems and the Transfer Point shall form no part of the contract and are instead the responsibility of the customer.
      3. The terms and conditions of use specific to the service shall apply to use of a cloud service. If such terms and conditions exist, these shall be listed with the product description for the individual service. If no specific terms and conditions of use are listed, or if the terms and conditions contain a legal loophole, these General Terms and Conditions shall apply additionally or alternatively.
    4. A cloud service can be booked on the basis of four different price and term models, and the relevant product description shall state which of these models, as listed below, is available for the cloud service in question.
      1. Five-year subscription (Battery Pack). A contractual term of five years shall be agreed for a five-year subscription, also known as a Battery Pack. It shall commence on the day the cloud service is made available to the customer and shall end automatically when the contract expires. Ordinary termination with prior notice shall be excluded.
      2. One-year subscription. A contractual term of one year shall be agreed for a one-year subscription. It shall commence on the day the cloud service is made available to the customer and shall end automatically when the contract expires. Ordinary termination with prior notice shall be excluded.
      3. One-month subscription. A contractual term of one month shall be agreed for a one-month subscription. It shall commence on the day the cloud service is made available to the customer. The contractual term shall be extended automatically by one month at a time, unless the subscription is terminated early by one of the parties via the Platform, subject to a notice period of 14 days.
      4. Pay-per-use. A contractual term of one month shall be agreed for the pay-per-use model. It shall commence on the day the cloud service is made available to the customer. The contractual term shall be extended automatically by one month at a time, unless the subscription is terminated early by one of the parties via the Platform, subject to a notice period of 14 days.

      If a subscribed usage allocation is exceeded, the customer may add a further subscription so that use of the cloud service can continue. Certain cloud services may also be used without the addition of a further subscription when the allocation is exceeded. (This shall be indicated in the relevant product description.) In this case, the overuse shall be charged on a pay-per-use basis.

      If multiple subscriptions exist concurrently for a cloud service (e.g. a one-year subscription and a Battery Pack), the usage allocation shall used up based on the remaining term, i.e. the next subscription to expire shall be used up.

    5. The Service Provider shall be entitled to terminate the contract for use of a cloud service without notice if the customer breaches its contractual duties and obligations, as defined in Section 6, to a significant degree or repeatedly, despite warnings.
  4. Granting of rights
    1. Under the terms of the contract for use of a cloud service, the relevant Service Provider shall grant the customer a non-exclusive and non-transferable right, for the duration of the contract, to access the software in question via the internet and to use that software for its own business purposes in its commercial or independent professional activities. Since the software is not provided as source or object code but „as a service“, the customer shall be granted no rights of use or exploitation to the software under copyright law, except for the right to load the software into the computer memory for its intended use.
    2. For the purposes of performance of the contract, the customer shall grant the Service Provider the right to process the data sent during use of the cloud service and, as required, to store and/or copy the data, provided that such is necessary for provision of the contractually agreed services.
  5. Service and support
    1. Konica Minolta shall provide online support free of charge to assist with use of the Platform and the cloud services provided on it. The customer administrator shall create a ticket within the Workplace Pure Platform in order to obtain support. Support shall exclude the transfer of general knowledge, training, configuration and implementation, and customer-specific documentation or customization of cloud services. Online support shall be provided from Monday to Friday during normal business hours, except on public holidays.
    2. The cloud services offered on the Platform shall be subject to enhancements and changes to services (e.g. via updates and upgrades or the use of newer or different technologies, systems, processes or standards). The customer shall be given advance notification in good time of any material changes to services. If the changes to services result in major drawbacks for the customer, then the customer shall have the right to extraordinary termination of the contract on the date of change. The customer shall provide notice of termination within two weeks of receiving notification of the change to services.
    3. Average annual network availability at the router exit point of the data center where the cloud service is operated shall be at least 99 per cent. Downtime shall be measured in whole minutes and shall be calculated as the total time taken to clear faults per year. Time required as maintenance windows for optimization and performance improvement, or time spent on the rectification of faults for which the Service Provider in question is not responsible, shall be disregarded.
  6. The customer’s duties and obligations
    1. The customer and the users authorized by the customer shall have the following duties in connection with use of the Platform and the cloud services provided on it.
      1. The login data for use of the Platform and the cloud services that have been booked shall be kept secure and protected against access by unauthorized third parties.
      2. The customer shall inform Konica Minolta without delay of any unauthorized use of the login data. The same shall apply to all other risks of misuse the customer becomes aware of and to any threats to the data security and integrity of the Platform and the cloud services provided on it.
      3. The customer shall not make a cloud service available to any third party which is not a vicarious agent of the customer, either in return for payment or free of charge.
      4. The customer shall not be permitted, either in whole or in part, to store permanently, copy, decompile, disassemble or otherwise reverse-engineer the software provided as a cloud service. Furthermore, use of the software or parts thereof in order to create a separate application shall be prohibited.
      5. Backups shall be taken of all data which is needed for use of the cloud service or shall be sent to the relevant Service Provider. Data shall be checked for viruses or other malicious components before it is entered or sent. The latest antivirus software shall be deployed for this purpose.
      6. Cloud services may be used only as provided for in these General Terms and Conditions and in accordance with applicable statutory provisions. Accordingly, the transmission, processing, storage or dissemination of content that is unlawful or immoral, sexually explicit or offensive, or that glorifies violence shall be prohibited in particular.
    2. The customer shall be obliged to indemnify the Service Provider against any claims by third parties asserted against the Service Provider by such parties on the basis of a legal infringement by the customer (or by a third party with the customer’s approval) in connection with use of the cloud service. The customer shall be obliged to inform the Service Provider without delay if the customer detects, or is in a position to detect, the imminent risk of such legal infringement.
  7. Payment
    1. The amount of payment, the due date and the period covered for use of a cloud service can be found in the relevant product description. Unless otherwise stated, prices for the pay-per-use model and for the one-month subscription for cloud services shall be deemed recurring monthly charges, and the amounts shall be invoiced by the relevant Service Provider at the end of each month and shall be payable in full immediately. The amounts for the Battery Pack and the one-year subscription shall be invoiced by the relevant Service Provider in advance at the start of each contract and shall be payable in full immediately.
    2. The Service Provider shall be entitled to issue invoices electronically. Electronic invoices shall either be sent as PDF files to the e-mail address provided by the customer when the Customer Account was registered or made available to the customer online on the Platform.
    3. If the customer fails to meet its obligation to pay the amount owed in full and on time, Konica Minolta or the relevant Service Provider shall be entitled to block access to the Platform and the use of the cloud services booked by the customer until such time as all payments due have been received.
  8. Liability
    1. If the customer suffers damage arising from or as a result of using the Platform or a cloud service provided on it, the Service Provider in question shall have unlimited liability provided that such is mandatory under applicable law. Liability shall furthermore be limited to compensation for damage which may typically and foreseeably result from use of the cloud service in accordance with the contract and shall also be limited to the payment amount agreed for the current term of cloud service provision.
    2. Liability for any lack of commercial success, lost profit and indirect or consequential losses shall be excluded.
    3. The limitations of and exceptions to the liability provided for in sub-sections 8.1 and 8.2 shall apply for the benefit of the staff, representatives and vicarious agents of Konica Minolta or the relevant Service Provider accordingly.
  9. Data protection
    1. To the extent that a provider of a cloud service can access the customer’s personal data as part of the service, the provider shall act as a processor, and as such shall process the data only for the purpose of performing the contract.
    2. The customer shall remain responsible for data processing both on a mandate basis and in the general sense under data protection law. Therefore, if the customer processes personal data using the cloud service, then the customer shall be responsible for ensuring that it is entitled to do so in accordance with the applicable data protection regulations and shall indemnify the Service Provider against any claims by third parties in the event of a breach.
  10. Final provisions
    1. Use of the Platform and the cloud services provided on it, as well as the associated General Terms and Conditions, shall be subject to German law, with exclusion of the UN Convention on Contracts for the International Sale of Goods and the conflict of laws rules of private international law.
    2. The exclusive place of jurisdiction for any disputes arising in connection with use of the Platform or the cloud services provided on it shall be Mexico.