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General Terms & Conditions

for
Qaze Software UG (haftungsbeschränkt)
Everdings Hof 75
59075 Hamm

These General Terms and Conditions ("GTC") apply to the services of Qaze Software UG (haftungsbeschränkt), Everdings Hof 75, 59075 Hamm (also referred to as "we" or "Qaze") provided to customers (hereinafter "customer" or "you"). General terms and conditions of the customer do not apply, unless we expressly agree to their applicability. With our services and our GTC we address entrepreneurs in the sense of § 14 German Civil Code (BGB) as well as legal entities under public law and special funds under public law.

Preamble

If you have concluded a License Agreement with us for the provision of services or have placed your order via our order process including the subsequent order confirmation (collectively hereinafter also referred to as the "Agreement" or “License Agreement”), you acquire the following services & rights subject to any special agreements in the license agreement, in your order or in the order/order confirmation.

1. Object

  1. Qaze offers a software for NATS Cluster Management (hereinafter referred to as "Services" in their entirety).

  2. The Services under this Agreement may include the components listed below. An overview of our Services can be found in the service description, which is available in its respective version on our website https://qaze.app/ or can be found in the Agreement. The specific Service components that we provide in the contractual relationship with you are set out in the License Agreement, your order or the order/order confirmation.

  3. If we process personal data on your behalf within the framework of the contractual relationship with you, this processing shall be carried out on the basis of the Data Processing Agreement ("DPA") pursuant to Art. 28 General Data Privacy Regulation of the European Union (GDPR), which shall apply immediately when the agreement becomes effective. The applicable DPA is available on our website at https://qaze.app/dpa.pdf.

a. Software- / SaaS Services

  1. The Qaze Software is a “Software-as-a-Service” (“SaaS”) solution (hereinafter also "Software" or "SaaS Services") and is accessible directly in a web browser or by using our Software desktop application. Please check in advance the technical requirements for successfully using our Software on our website https://qaze.app/.

  2. The essential functions of the Software include

    • Connecting to NATS (https://nats.io) servers via our desktop application to:
      • view the NATS cluster status
      • managing and viewing some parts of their contents (e.g. streams, KV stores, etc.)

    An overview of our entire Service portfolio can be found in the service description, which is available in its respective version on our website https://qaze.app/. The specific Service components that we provide in the contractual relationship with you result from the License Agreement, your order or the order/order confirmation.

  1. We make our Software Services available to you within the framework of a "subscription model", i.e. legally as rental service for the duration of our contractual relationship. Thanks to the flexible software architecture and a flexible license model, the Software can be individually adapted to the needs of each customer and their respective IT infrastructure.

b. Other Services

In addition to our SaaS Services, we offer services (including project services), such as workshops, customizing or consulting services in connection with the use of our Software. If, for example, you require individual support in the use of our Software, this is possible via an individual agreement on service content and remuneration (“Other Services”). For the provision of Other Services, our efforts are billed on the basis of the number of person-days incurred or on an hourly basis.

c. Support-Services

  1. These Support Services consist in particular of the installation of security updates for our web based services and the regular further development of our Services.

  2. In addition, we offer direct help for you for urgent assistance in support cases that are not already covered by our performance obligation to maintain the Software and are therefore to be remunerated separately, subject to further negotiations on price and service.

  3. Our Support-Team helps you Monday through Friday from 17:00 - 23:00 CET via e-mail at [email protected].

2. Compensation for our Services

  1. You will generally purchase our Services at the conditions of the selected price model or according to the conditions of the individual offer prepared for you.

  2. We generally charge for all of our Services on a time and material basis.

  3. Any remuneration shall be subject to value added tax at the statutory rate applicable at the time and place of performance of the Service. We are entitled to collect all remuneration via payment service providers and merchant of records. If we do so, you must also observe their terms and conditions. Our order process is conducted by our online reseller Lemon Squeezy, LLC (“Lemon Squeezy”). Lemon Squeezy is the Merchant of Record for all our software license orders. Lemon Squeezy handles all customer service inquiries and returns. For further information, please see Lemon Squeezy’s Buyer Terms & Conditions under https://www.lemonsqueezy.com/buyer-terms.

  4. We have the right to increase our prices if the prices of our service providers increase, if this is necessary to compensate for inflationary price changes, if the consumer price index increases accordingly or in the event that we wish to price our business model differently. You will of course be notified in advance of any price increases. If you do not agree with a price increase, we will try to find a solution in joint consultations. If no solution is found, each party has the right to terminate this Agreement with a notice period of one (1) month after the failure of the negotiations.

3. Term

  1. The term of the Agreement shall be concluded for the term selected in the offer, in the License Agreement or in the order process, otherwise and in the absence of concrete specifications for the standard term of one (1) month from the conclusion of the Agreement ("Basic Term").

  2. Termination is possible at any time. The provisions on termination are set out in the offer, the License Agreement or the order process. In all other respects, i.e. in the absence of regulations in the aforementioned documents and processes, the following applies: The notice period is one month to the end of the term for both parties. The termination can be made in text form or by corresponding termination of the use of our services in your admin area. In the absence of termination, the contract is extended in each case by the duration of the basic term.

  3. An upgrade of the selected price model or an extension of the booked Services is possible at any time with immediate effect for subscription based services. The reduction of the number of licenses or the downgrading of a price model is possible at any time with effect from the respective following billing period . A refund of the costs paid/to be paid for the current billing period will not be made.

  4. When the termination takes effect, access to our Services will be blocked for you and your users. You can export the content processed with our Services until the termination takes effect. Thereafter, we will completely delete your access. Support Services in connection with the termination can be provided by us upon request and, if necessary, for a separate fee.

  5. The right to extraordinary termination of this Agreement for good cause remains unaffected.

4. Online Booking

  1. If you book your access to our Software Services and Other Services via our online ordering process, the following provisions shall apply in addition to other contractual terms and conditions.

  2. In order to use our Software in accordance with our GTC, you must create a user account free of charge. This requires an online registration via our website.

  3. After registration, the License Agreement for the use of our Services is concluded through the following steps:

    • On our website you will find information about the content and costs of the chargeable services offered by us. This information does not constitute an offer to conclude a contract for the use of our Services.

    • Only by sending the corresponding booking form you do make a binding offer to us to conclude a contract for the corresponding Services.

    • Before sending the booking form, we point out to you that the booking is subject to costs and give you the opportunity to take note of these GTC and other contractual conditions. You can also download and save these.

    • Furthermore, before sending the booking form, we give you the opportunity to check your entries and correct them if necessary.

    • After sending the booking form, you will receive a confirmation of receipt of your booking from us or our merchant of record partners to the e-mail address you provided. This confirmation of receipt also represents acceptance of your offer to book the Service.

    • In this e-mail or in a separate e-mail, the text of the contract (consisting of the order, GTC and order confirmation and invoice) will be sent to you or made available to you by us, if necessary as a link made available (contract confirmation). You can download and save these.

    • With the full payment of the purchased Services you get immediate access to the Services, unless otherwise agreed.

5. Principles for the provision of our Services

  1. Our Qaze Software is online-based. A functioning internet connection that has access to the Qaze servers is required to use our Software.

  2. You are responsible for ensuring that the technical requirements of our Software are fulfilled. You can check them on our website https://qaze.app/docs/qaze-desktop/supported-os-nats-versions/ .

  3. We will provide you with the passwords, access codes, technical specifications, connectivity standards or protocols or other relevant procedures necessary to enable the users authorised by you to access our Software. Each user authorised by you (“Authorises User”) will be given a unique user ID which may only be used by that user. You are responsible for providing the correct information about each Authorised User (names, email addresses and contact information) for this process and for updating this information. You must oblige each Authorised User to comply with these GTC, the licence agreement and all regulations referred to herein.

  4. With our Software and its functions, we provide you with a technical basis for the purposes to be depicted hereby by you within the limits of the purchased Services (see in particular the service description at https://qaze.app/). We do not assume any responsibility for the actions performed with our Software or for the contents processed with our Software. All actions performed and content processed by you with our Software are governed exclusively by law or the agreements and contracts that you have concluded with your customers, partners, employees, etc., with whom you or for whom you use our Software.

  5. The provisions of rental law apply to the use of our Software in the subscription model. Maintenance measures such as updates, patches, hotfixes are part of our Service. Further support shall be offered upon corresponding agreement. Beyond the maintenance measures, the statutory rental defect warranty law shall apply.

  6. Adjustments, changes and additions to the Software as well as measures that serve to determine and remedy malfunctions will only lead to a temporary interruption or impairment of accessibility if this is absolutely necessary for technical reasons. Major maintenance work that could lead to a malfunction of the Software will generally be performed outside normal business hours.

  7. You may not transfer our Services to third-parties for commercial use.

  8. We are entitled to have our Services rendered by third-parties and subcontractors.

  9. If we offer you the option of using the services of third-parties, in particular our partners, in our Services, especially in the context of the use of our Software, this may take place via a separate contractual relationship between you and the third-party, if this is indicated separately. If you make use of such services, we are not responsible for the performance of the third-party. The conditions agreed upon in this contractual relationship between you and the third-party shall apply exclusively.

  10. We have the right to provide updates, upgrades, enhancements and other material improvements to our Software at our sole discretion during the term of the Agreement. You acknowledge that such updates may result in changes to the appearance and/or functionality of the Software, the supported environment and/or that continued use of the Software may require you to update your own systems, including new operating systems (eg. MacOS, Windows, Linux, iOS or Android) , upgrade of NATS servers, web browsers or other needed software libraries.

  11. In the event of force majeure, we shall be released from our obligation to provide the Services for the corresponding duration, provided that it is actually impossible for us to provide the Services. Force majeure is defined as fire, explosion, flood, war, blockade, embargo, pandemic and labour disputes for which we or a subcontractor are not responsible.

  12. You are responsible for the actions of your users and are liable for them as for your own actions.

  13. Links or functionalities in our Software may take you to third-party websites and software that are not operated by us and for which we are not responsible. Such links or functionalities are either clearly marked or recognizable by a change in the address line of the browser or a change in the user interface.

  14. When using our Software, you are prohibited from:

  1. We are entitled to refuse access to our Software after giving legitimate reasons and to block or exclude you as a customer or your users or to terminate the Agreement extraordinarily if we receive repeated complaints about you or if you repeatedly fail to comply with the requirements of the Agreement and these GTC, other requirements communicated by us or compliance with legal regulations are repeatedly disregarded. We will inform you of this without delay and give you the opportunity to comment. Before a complete block or a complete exclusion, we will inform you of this a reasonable time in advance, stating the relevant reasons. If you remove the reason that led to the rejection, blocking or exclusion, we will consider reinstating you in our Software.

6. Cooperation Obligations

  1. In particular, you shall provide us with the following additional services and cooperation free of charge:

  1. If the performance of our service is delayed due to a circumstance for which you, your legal representatives, employees or vicarious agents are responsible, any agreed deadlines shall be postponed by the corresponding period. We are therefore released from our obligation to perform until the proper performance of your obligations to co-operate.

7. Disclaimer & General Liability

  1. Your use of our Services is at your own risk. Our Qaze Software is provided on an "as is" and "as available" basis, without guarantee of any kind, either express or implied. No oral or written advice given by us, our employees, legal representatives, vicarious agents and any other associated third-party with us shall create any guarantee or in any way extend the scope of this guarantee, and you shall not rely on any such information or advice.

  2. We reserve the right to discontinue support and further development of our Qaze Software at any time. If we make this decision, all current subscriptions will remain valid until the end of the current billing period. If our Qaze Software stops working on your device during this time and becomes unusable for you, you may receive a refund. After the end of your last billing period, our Qaze Software will remain active forever if you install the latest update, but no further updates with new features and security fixes will be available.

  3. We shall be liable, subject to separate provisions in the Agreement or in these GTC, in particular in clauses 7 and 8, for direct property damage and financial loss caused by us, our legal representatives, vicarious agents and the subcontractors engaged by us up to EUR 6.250,00 per damaging event, up to a maximum of EUR 12.500,00 per year of the Agreement term, irrespective of the number of damaging events.

  4. In the event of simple negligence, our liability shall be limited to the foreseeable damage typical for the Agreement. Aside from the breach of essential contractual obligations, our liability for compensation for indirect material damage and financial loss, in particular loss of profit, shall be completely excluded in the event of simple negligence. In case of force majeure as well as in case of gratuitous use of our Services, our liability is excluded altogether in case of simple negligence. Essential contractual obligations are those whose fulfilment makes the proper execution of the Agreement possible in the first place and whose fulfilment may be relied upon. Both parties agree that the contract-typical and foreseeable damage is limited to the amount of twice the order value.

  5. We shall be liable to an unlimited extent in the event of injury to life, body or health as well as in the event of intentional or fraudulent conduct. The same shall apply in the event of the written assumption of a guarantee for the quality or durability of a service to be provided by us.

  6. Our liability under the Product Liability Act shall remain unaffected.

  7. You shall be liable for the actions of your employees, legal representatives, vicarious agents and any other users of our Services as for your own actions. In addition, within the scope of your responsibility (see in particular clause 6 para. (1) of these GTC), you shall indemnify us upon first request against liability claims by third-parties due to damage caused to third-parties and other affected parties by your use of our Services.

8. Warranty

  1. In the event of material defects and defects of title, German statutory provisions shall apply subject to the provisions of this clause. Section 377 of the German Commercial Code (HGB) shall apply. All claims for defects shall be subject to the condition of your immediate notification of defects pursuant to Section 377 (1) and (3) HGB.

a. Material Defects

  1. In the event of material defects, you shall initially be entitled, at our discretion, to free rectification or new delivery (hereinafter "rectification"). If the defect cannot be remedied after two attempts at rectification, it shall be examined whether your interests can be met by an alternative solution before any termination or withdrawal.

  2. In the case of rent, strict liability for damages for defects existing at the time of transfer is excluded under Section 536a (1) of the German Civil Code (BGB).

b. Defects of Title

  1. Our Services shall be provided to you free of third-party rights. Please inform us immediately in text form if you become aware of third-party rights to our Services.

  2. At our request, you shall provide us with the defence against claims asserted by third-parties, provide us with all information necessary for this purpose, give us explanations and grant us powers. In return, we shall indemnify you against claims for payment and damages based on the rights of third-parties.

  3. If our Services are actually encumbered with the rights of third-parties, we shall be entitled, at our discretion, to,

c. General

  1. Claims for defects shall not apply if you have made changes to the Services without our prior consent or if the Services are used by you for a purpose not covered by this Agreement and this action is solely responsible for the occurrence of the defect.

  2. All claims based on defects shall become statute-barred after 12 months, unless they are already limited or excluded in accordance with the aforementioned provisions.

9. Rights of use of our Services

a. License Terms & General

  1. You shall receive a simple, non-exclusive right to use our Services, which shall be limited in time to the term of the Agreement and unlimited in territory.

  2. If you have booked our “lifetime license” the following special terms apply: The “lifetime license” has effect as long as we keep providing and maintaining our Software. If we stop providing and maintaining our Software, the license expires automatically without the right to claim for damages or lost expectations.

  3. Your majority-owned companies are equally entitled to use the Software. An independent authorization to sublicense or otherwise transfer your rights of use is not associated with this. This right of use shall end if the group company no longer meets the requirements of an affiliated company (e.g. within the meaning of Sections 15 et seq. of the German Stock Corporation Act (AktG)).

  4. You are not entitled to exhibit, publicly reproduce, in particular make publicly available, edit, redesign, translate, decompile or otherwise transform the Software. Your rights under Sections 69d (3), 69e German Copyright Act (UrhG) shall remain unaffected.

  5. We shall be entitled to use our Services, including new releases, as well as any other general know-how, experience, methods and procedures developed in connection with the Agreement for other purposes (provision to third-parties, as open source software, etc.).

  6. Unless otherwise agreed, test and demo licenses shall be limited to a term of up to 14 days.

b. Open Source Software

  1. We grant you such rights to the open source software contained in our Services that can be transferred to you in accordance with the license terms applicable to us. You are permitted to use our Services exclusively within the scope of these license terms. We do not assume any warranty or liability for any use beyond this.

10. Transfer to Third-Parties

  1. We are entitled to transfer the Agreement to a legal successor or a company affiliated with us. We will inform you of this in text form at least two months before the planned transfer.

  2. A transfer of the Agreement to a third-party requires your prior consent. In the event of your objection, the Agreement will continue unchanged. The objection shall be deemed good cause for extraordinary termination of the Agreement by us.

11. Confidentiality

  1. In the course of our cooperation, both parties shall gain knowledge of trade secrets of the other party or third-parties. A trade secret is information which is neither generally known nor readily accessible to persons who normally handle this type of information, is therefore of economic value and is therefore subject to appropriate secrecy measures (see Section 2 German Trade Secret Act (GeschGehG)). Furthermore, a trade secret is information which is marked as a trade secret, which is protected by industrial property rights or copyright, which is covered by banking secrecy or data protection and for which there is a justified interest in secrecy. A trade secret shall not be information which is known to the respective other party prior to disclosure, which has become known to the public after disclosure without the involvement of the disclosed party, which the disclosed party has learned through an authorized third-party and which the disclosed party has developed itself.

  2. The Receiving Party, as well as all those who come into contact with trade secrets as intended, shall be obliged to treat the trade secrets as strictly confidential and to use them or disclose them to third-parties and employees only if this is necessary in connection with the business purpose. In all other respects, the receiving party shall protect the trade secrets from disclosure to third-parties.

  3. Objects as well as files or other incorporeal objects on which trade secrets are located shall be deleted or surrendered to the disclosing party without undue delay upon request of the disclosing party or upon termination of the contractual relationship at the latest.

12. References

Both parties are authorised to mention the other party, including the logo and brief description of the respective company, in the external presentation. The information required for this, e.g. logo, descriptive texts, version status, contact and support channels, must be provided in advance.

13. Final Provision

  1. The assignment of individual claims arising from this Agreement requires the prior consent of the other party in text form. The assignment of monetary claims is excluded from this.

  2. The entire contractual relationship between the Parties shall be governed exclusively by the laws of the Federal Republic of Germany, to the exclusion of the UN Convention on Contracts for the International Sale of Goods.

  3. The place of jurisdiction for all disputes arising from the contractual relationship shall be the competent court at our registered office.

  4. You are solely responsible for compliance with export control law and all import and export regulations relating to our services.

  5. Amendments and supplements to the GTC as well as to the entire Agreement existing between us must be made in text form to be effective. Amendments and supplements to the Agreement that are (have to be) made by us due to changed legal or technical requirements for our service provision without any negative effect on our service commitments shall become effective if you do not object to an amendment in text form within one (1) month after receipt of an amendment notification and we have informed you in advance of your right to object. If you object to the change, the Agreement shall continue to apply unchanged and we shall be entitled to extraordinary termination of the Agreement with one (1) months’ notice to the end of the next calendar month. Changes and amendments to the Agreement that we wish to make due to changes in performance, remuneration or other commercial or operational requirements will only become effective if you expressly consent to them. This consent can be given by clicking a consent button in the change notice (email or pop-up as part of using our Services) or in any other simple & transparent way we provide for you. The text form also applies to an amendment of this form clause. The priority of individual ancillary agreements remains unaffected. The priority of individual ancillary agreements remains unaffected. The aforementioned deadlines do not apply and there is only a right to information about changes to the Agreement, provided that the changes are necessary to avert an unforeseen and imminent danger in order to protect you from fraud, malware, spam, breaches of data protection or other cybersecurity risks.

  6. Should one of the provisions of the Agreement be invalid or should the Agreement contain a loophole requiring regulation, this shall not affect the validity of the remaining or loophole provisions. In this case, the parties undertake to replace or complete the invalid or incomplete provisions with provisions that come closest in economic terms to the invalid or incomplete provisions.

Last updated: February 2024