Commercial Terms and Conditions

Valid from/Last updated: May 14, 2024

1. Scope of application

1.1. These Commercial Terms and Conditions apply to paid subscriptions with additional functions of the SIGNL4 (the “Service”) between the customer and Derdack GmbH (hereinafter “Derdack”).

1.2. A subscription is made available in different versions/plans on the website www.signl4.com for companies whose employees use the Service. Paid functions of the Service can be subscribed to only by the companies themselves in accordance with these terms. The Terms and Conditions can be stored and/or printed out.

1.3 Only companies, business professionals, freelancers and public institutions are offered the conclusion of a contract. Consumers as defined in § 13 German Civil Code (BGB) and other local laws and regulations are not offered the conclusion of a contract pursuant to 2 of these Terms and Conditions.

2. Subscription plans

2.1. There are various versions providing distinct functions of the Service

2.2. A test version is provided by Derdack at its own discretion for a limited period and restricted to a maximum of 10 people, at no charge.

2.3. A free version is provided and has limited functions related to alert notifications, alert acknowledgement and on-call/standby management for a maximum of five people. Derdack reserves the right to discontinue the free version at any time.

2.4. Paid (commercial) subscriptions with additional features are available, each described on the website www.signl4.com. Users can subscribe to such paid version, or subscription plan via the website www.signl4.com for the monthly or annual charge specified on the website. The following commercial subscription plans are available:

Notify and Connect
Optimize
Maximize

3. How to subscribe

3.1. Only users registered for the use of the Service (in the following Registered Users) are entitled to use SIGNL4. For this purpose, it is first necessary to install the app on a mobile device via Apple or Google Play or to sign up via the SIGNL4 website. Any data requested must then be fully and correctly provided. After the data have been provided, Derdack will send the user a confirmation code via email to the email address provided. The user must confirm the confirmation code again by entering the code in the app. After receiving this confirmation from the user, Derdack will set up an individual user account for the user and inform the user that this has been done. This information about the successful setup of the user account completes the registration process, and a user contract between Derdack and the Registered User for the free use of the app is concluded.

3.2. The contract for a paid/commercial subscription will be concluded if the customer books and purchases a subscription plan of the Service via the account management portal of the Service. The subscription to additional functions can be made only online via the website www.signl4.com.

3.3. The customer, as Registered User, can select one of the offered subscription plans by choosing it at the beginning of the purchase process.

3.4. After the customer has selected the desired subscription plan, he will continue with purchase procedure by clicking on “Continue”. The customer is then asked to provide his commercial data and continue the ordering procedure by clicking on “Continue”. In the next step, the customer is asked to provide credit card data (if not enabled for payment by wired transfer). The customer continues in the ordering procedure by clicking on “Continue”. After the customer confirms that he has read and accepted these Terms and Conditions and the data protection provisions, by clicking on “Continue” he will arrive at a detailed overview of the details of the subscription selected by him and of any other costs incurred in connection with the order.

3.5. Before sending the order by clicking “Order” or “Buy”, the customer has the option to correct his entries in any phase of the ordering process by clicking on “Back”.

3.6. The order of the subscription plan is triggered by clicking on “Order” or “Buy”. In placing the order, the customer bindingly declares his willingness to conclude the contract for the subscription.

3.7. The customer can store and/or print out the contractual terms and the content of his order immediately after placing the order.

3.8. Immediately after placing the subscription order, the customer is informed of the receipt of his order by an email confirming receipt (“Subscription Confirmation”). Such confirmation of receipt constitutes the acceptance of the order placed by the customer. An invoice is sent to the Customer by email.

4. Access data, system requirements

4.1. After having completed the registration, the customer will be provided password-protected, electronic access by using the access data provided to him (user name, initials, automatically generated password, if not registered using a different authentication provider). These access data can be personalized and changed, in particular the password (f not registered using a different authentication provider). The customer has to keep these access data safely protected from access by third parties. These access data must not be passed on to third parties. The customer must prevent unauthorized use of the access data by third parties.

4.2. A prerequisite for the use of the services is that the Registered User has an internet-enabled mobile device on which the relevant version of the iOS or Android operating system stated as minimum requirement during the download is installed. Moreover, the use of the Service requires an internet connection that provides a sufficient data transmission rate. Derdack reserves the right to adapt the services to the market conditions on an ongoing basis. In order to use the Service, it is therefore particularly necessary to keep the operating system of the mobile end device and the app updated. Adjustments may also lead to the situation that in the future especially older end devices will no longer fulfil the requirements or will fulfil the requirements only to a limited extent.

5. Prices and Payment

5.1. All prices on our website as amended from time to time are accessible under https://www.signl4.com/pricing/ or specified in other information are to be understood as net prices in the given currency plus the applicable value added or sales tax. Prices can be offered in multiple currencies which application depends on the location of the purchaser.

5.2. The currently applicable monthly or annual costs for the use of the respective paid versions of the app can be seen from the current price list accessible under https://www.signl4.com/pricing/.

5.3. Payment will be due monthly or annually in advance and debited automatically on the basis of the credit card data provided. Derdack can grant and enable the customer for payment by wired transfer in advance.

5.4. The customer may incur further costs using the subscription that Derdack cannot influence. This includes costs incurred using the internet or the purchase or use of mobile devices. These costs are not included in the subscription price.

6. Price change

Changes in price are published on the website www.signl4.com, and per email newsletter.

7. Default on payment

If the customer defaults on payment, Derdack will be entitled to block the access to the paid functions. Furthermore, Derdack reserves the right to assert statutory claims.

8. SaaS Service Level Agreement

8.1. Derdack strives for an above average availability of the Service and the Service shall have an uptime of not less than 99.95% (resulting in a Downtime of more than 22 minutes) per month (“SLA”). As part of the “Maximize” subscription plan, Derdack guarantees this Service uptime and reimbursement of service fees in case of failure to meet the SLA. Service uptime refers to the uptime and availability of the API, the management portal and the mobile app, if in direct responsibility of Derdack.

8.2. Derdack must receive sufficiently detailed excessive downtime claims along with technical details proving the downtime no later than the end of the calendar month following the month in which the alleged Downtime occurred. Derdack monitors Service availability through various methods including but not limited to a status page at https://status.signl4.com

8.3. Should the Parties determine that Derdack has not met the uptime requirement following Derdack’s investigation and due to reasons vested in Derdack’s performance, Customer shall be entitled, as an exclusive remedy, to a Service Credit not to exceed in any particular month, ten percent (10%) of the monthly fees.

8.4. Notwithstanding the foregoing, if the Parties determine that the Service had an uptime of less than ninety-nine percent (99.9%) (resulting in a Downtime of more than 43 minutes) in a specific month, Customer on the “Maximize” plan shall be entitled, as an exclusive remedy, to a Service Credit of twenty percent (20%) of the fees applicable for that specific month.

8.5. Service Credits shall be credited to Customer with the next service (or renewal) invoice.

8.6. Derdack is not responsible and does not reimburse for any service downtime caused by a force majeure event. Force majeure events include, but are not limited to: fire, explosions, power failures, strikes or labor disputes, water (including flooding), physical access limitations, acts of god, the elements (including severe storms), war, civil unrest, or acts of terror.

9. Term of agreement

9.1. Unless provided otherwise, the subscription contract is for an indefinite period and renews automatically (“billing term”). The subscription contract concluded for an indefinite period can be terminated with two weeks’ notice with effect at the end of a calendar month by Derdack.

9.2. The customer may terminate the subscription at any time with effect at the end of the month or year for which the subscription has been paid in advance. The subscription will then expire. The termination option is provided via the web portal under the help menu at http://account.signl4.com/manage. By clicking on the “Terminate” button on this portal, the subscription will be terminated with effect on the next renewal date. The customer receives an email about this to his email address provided on the web portal.

9.3. If prices increase, customers have a special right of termination. This does not affect the right to terminate for good cause.

10. Liability

In cases of slight negligence, Derdack will be liable only in the event of breach of contractual duties the fulfilment of which shapes the contract and on which the contracting partner may rely, and the liability is limited to the foreseeable loss typical for this type of agreement. This does not apply to injury to life, body or health or to instances of mandatory statutory liability, in particular, cases of damage under the German Product Liability Act (“Produkthaftungsgesetz”).

11. Governing law and place of jurisdiction

11.1. The law of the Federal Republic of Germany is applicable, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).

11.2. If the customer is a businessman, a legal person under public law or a special public fund, the exclusive place of jurisdiction will be Potsdam, Germany.

12. Public Announcements

Derdack can use the customer’s company name and logo on the website, in product brochures, case studies and financial reports indicating that your company is a customer of Derdack.