Celero One is a B2B workforce management platform for planning, controlling and evaluating mobile resources, e.g. in sales, field services, service or care, in real time.

Celero One is offered by Celero Cloud GmbH, Schöllbronner Straße 23a, 76275 Ettlingen, Germany (hereinafter referred to as "Celero Cloud GmbH") to business customers (hereinafter referred to as "Customers") on the basis of the following General Terms and Conditions (hereinafter referred to as "GTC").

1.     Validity of the GTC

1.1. These General Terms and Conditions ("GTC") apply between Celero Cloud GmbH and the Customers for all legal transactions, including future legal transactions, and relationships of the same kind that are established in connection with the use of Celero One.

1.2. The GTC in the version valid at the time of conclusion of the Contract become part of the Contract between Celero Cloud GmbH and the Customer.

1.3. Service descriptions, commission and fee tables, data processing agreements, service level agreements and comparable agreements, each provided by Celero Cloud GmbH as part of the contractual relationship, become part of the contractual agreement between Celero Cloud GmbH and the Customer (hereinafter referred to as "Contract" and “Contracting Parties”) and take precedence in the event of a contradiction to these GTC. Individual agreements of the Contracting Parties deviating from these GTC also have priority over these GTC, provided they have been agreed in writing. This also applies to the waiver of the written form.

1.4. The term "Content" as used herein means all materials and information, such as photographs, graphics, brand logos, videos, streams, text, source codes, advertising materials, data, information about Contracting Parties or third parties or links to such Content.

2.     Object and services of Celero One

2.1. Celero One is based on a web user interface (for administration) as well as on a mobile application (in short "App") for the Customers' field service. The functions include tools for planning, controlling (Missions), communication (video conferences, chat), uploading photographs and videos, feedback options, controlling options, support functions and e-learning functions. Full functionality requires the purchase of a licence key in the Celero Cloud GmbH e-shop.

2.2. The services of Celero Cloud GmbH provided within the framework of Celero One, are made available to the customers within the context of an individual conclusion of the Contract or within the context of service and function overviews (hereinafter referred to as "Contractual Services/ Obligations"). The same applies to the fees incurred for the use of Celero One and the services of Celero Cloud GmbH.

2.3. Celero One is continuously developed and aligned to the needs of the market and the Customers. Celero Cloud GmbH therefore reserves the right to make extensions, changes and adjustments to the services and functions of Celero One without this constituting a defect of Celero One, provided that these are reasonable for the Customers and do not conflict with any ongoing Contractual Obligations.

2.4. Celero Cloud GmbH also reserves the right to change or supplement descriptions, designations and other Contents of Celero One. For example, to provide Customers with additional information.

2.5. Individual instruction of the Customers and their employees in the use of Celero One, which goes beyond the documentation and information and resources provided to the Customers, is only part of the service obligation of Celero Cloud GmbH if it has been expressly agreed with the Customers (e.g., as workshops, training courses, etc.).

2.6. The Customers are obliged to cooperate in order to enable Celero Cloud GmbH to fulfill its performance obligations. The costs for the cooperation are borne by the Customers. The duties to cooperate include in particular the cooperation in service and warranty requests, which require a) the naming and updating of information about a contact person for projects including contact possibilities and b) the setup of a user at Celero One with system administration rights for the duration of the project as well as the communication of the access data.

3.     Conclusion of Contract, power of attorney and contact person

3.1. The conclusion of the Contract for the use of Celero One comes into effect with the registration with Celero One or an individual agreement with Celero Cloud GmbH.

3.2. Celero Cloud GmbH selects Customers at its own discretion. There is no entitlement to the conclusion of a Contract.

3.3. The Customers grant Celero Cloud GmbH a power of representation to act on their behalf insofar as this is necessary for the provision of the Contractual Services (e.g., for the integration of interfaces or third-party software).

3.4. Both Contracting Parties shall ensure that a competent and decision-making contact person is always available during normal business hours.

4.     Granting of licences, usage requirements and restrictions

4.1. Customers receive the non-exclusive right to use Celero One in accordance with the Contract for their own company or organisation, including field staff.

4.2. Customers are prohibited from reselling or otherwise distributing Celero One, in whole or in part, or any data, reports or other information generated by Celero One, regardless of its intended purpose, unless they have been permitted to do so under a separate agreement with Celero Cloud GmbH. Customers are not entitled to grant sub-licences for the use of Celero One to third parties.

4.3. Customers may only use Celero One via the input masks, interfaces and software and data access options provided. Customers are not entitled to edit the programming or design of Celero One themselves or through the involvement of third parties, other than by way of the options provided by Celero Cloud GmbH. Prohibited are actions that are likely to impair the functionality of Celero One. In particular, an excessive load that exceeds the regular usage intensity and frequency to be expected during normal use of Celero One is prohibited (e.g., by software of the Customers that permanently generates unnecessary accesses due to technical errors). Celero Cloud GmbH reserves the right to restrict the use of Celero One by the Customers in the event of a violation, taking into account the intensity of the violation and the contractual interests of the Customers to a reasonable extent.

4.4. It is the responsibility of the Customers to exercise the greatest possible care when using access data to Celero One and to take any measures which guarantee the confidential, secure handling of the access data and prevent their disclosure to third parties. Customers are responsible for the misuse of access data, unless they can demonstrate and prove that this was not due to their fault.

4.5. Both Contracting Parties and/or the subcontractors, if applicable, retain all owner and proprietary rights to their trade names, trademarks, service marks, logos and domain names as well as Celero Cloud GmbH, in particular with regard to Celero One, including the source code and the Contents (hereinafter "Property Rights"), which are associated with Celero One or are displayed or otherwise used in the context of the use of Celero One. Customers are prohibited from using the Proprietary Rights other than for the purposes agreed within the scope of this Contract without the express written permission of the respective rights holder.

5.     Granting of rights of use by Customers

5.1. The Customers grant Celero Cloud GmbH rights of use to their legally protected Contents which are necessary for the contractual provision of the Contractual Services by Celero Cloud GmbH. This includes in particular the rights to process the Contents uploaded, recorded, transmitted or otherwise used in the context of the use of Celero One by the Customer, including his field staff or third parties. Celero Cloud GmbH only exercises these rights in compliance with the contractual and statutory confidentiality and data protection requirements.

5.2. The grant is made for an unlimited period of time until revoked or terminated by the Customers. These GTC do not restrict the ownership and control rights of the Customers over their intellectual property rights.

6.     Responsibility for use and Content

6.1. The services of Celero Cloud GmbH are limited to the provision of Celero One and related Content and functions. Beyond this, Celero Cloud GmbH is not involved in the contractual relationships between the Customers, their sales representatives, business partners, end customers or other third parties and is not responsible for the obligations arising from these legal relationships, subject to an autonomous contribution or other liability agreement.

6.2. Customers are responsible for their own use of Celero One and shall ensure that the use of Celero One is in accordance with applicable law, does not infringe third party rights (for example, copyright or trademark rights, trade secrets and personal and data protection rights) and complies with any legal obligations to provide mandatory information. Customers are responsible in particular for their employees and field staff to whom Celero One is made available for use and shall inform them of the contractual and legal limits of the permissible use of Celero One.

6.3. Celero Cloud GmbH reserves the right to restrict the use of Celero One by the Customers to a reasonable extent, taking into account the intensity of the infringement and the contractual interests of the Customers, if there are concrete indications that their use or Content violates legal requirements, official prohibitions, third party rights or morality. However, Celero Cloud GmbH is not obliged to check the type of use or the Contents of the Customers in advance.

6.4. Celero Cloud GmbH does not adopt as its own or endorse the content uploaded, entered, communicated or otherwise made available by customers within the framework of Celero One.

7.     Breach of duties and exemption

7.1. Celero Cloud GmbH is entitled to restrict or block the customer's access to Celero One in the event of serious violations of the obligations that the customer is obliged to comply with by law or these GTC. Serious violations are those which make it unreasonable for Celero Cloud GmbH to maintain the fulfilment of the Contract (in particular the violation of the obligations from clauses 4.2, 4.3and 6.2 of these GTC), because rights and interests of Celero Cloud GmbH, third parties or the Customers are endangered (e.g. access by unauthorised persons). The intensity of the breach and the contractual interests of the Customers will be taken into account to a reasonable extent.

7.2. The Customers undertake to indemnify Celero Cloud GmbH against claims of third parties upon first request if these are asserted against Celero Cloud GmbH for reasons for which the Customer is responsible. The indemnification includes all costs incurred by Celero Cloud GmbH for the defence against these claims, insofar as these costs are based on measures which Celero Cloud GmbH could objectively consider necessary at the time of taking them.

7.3. The Customers are obliged to inform Celero Cloud GmbH immediately about possible infringements of rights and to support Celero Cloud GmbH in the defence against the aforementioned claims by submitting the necessary declarations and information.

7.4. Legal claims of Celero Cloud GmbH against the Customers (in particular claims for removal, injunctive relief, information and damages) are not affected by the aforementioned provisions on breach of duty.

7.5. In cases where a breach is material, Celero Cloud GmbH is entitled, depending on the degree of misconduct, to terminate further cooperation with Customers and to block their access to Celero One and prohibit re-registration.

8.     Usage subject to payment, invoicing, terms of payment

8.1. The payment period and the amount of the remuneration, as well as the method of payment, shall be based on the prices and fees notified to the Customer prior to the conclusion of the Contract.

8.2. Unless otherwise agreed, in the case of services which have been used for a certain period of time, an appropriate adjustment of fees is only permissible after the expiry of this period. The change becomes effective if Celero Cloud GmbH does not receive an extraordinary notice of termination from the Customers within two weeks after receipt of the corresponding change notice by the Customers. Celero Cloud GmbH will inform the Customer of the objection period and the consequences of failure to object with the change notification.

8.3. Any services not covered by this Contract and ordered separately from Celero Cloud GmbH by the Customer will be charged by Celero Cloud GmbH on the basis of the general hourly rates of Celero Cloud GmbH valid at the time the order is placed according to the time spent. Unless otherwise agreed, the hourly rate is 250.00 euros net.

8.4. Unless otherwise indicated, all prices are exclusive, i.e. plus VAT.

8.5. Unless otherwise stated, invoices are due after two weeks.

8.6. Invoices and reminders may be transmitted or made available electronically.

8.7. Customers can settle invoices using the payment methods offered by Celero Cloud GmbH.

8.8. If Customers are in default with payments, Celero Cloud GmbH has the right to refuse performance of due services to the Customers and to restrict access to Celero One or the use of Celero One until the default has been remedied. In these cases, Celero Cloud GmbH will inform the Customer of the restriction in advance with a regularly seven working days' notice period to remedy the default. The other statutory and contractual rights of Celero Cloud GmbH due to default of payment by Customers remain unaffected. The restriction may not be carried out if it is unreasonable for the Customers taking into account the outstanding amount and the contractual interests of the Customers or is otherwise unreasonable. The remuneration claim of Celero Cloud GmbH remains unaffected by the restriction. Access to Celero One will be reactivated immediately after settlement of the arrears. The right to restriction also exists as a more moderate measure if Celero Cloud GmbH has a right to extraordinary termination of the Contract.

8.9. Costs incurred by chargeback of a payment transaction due to lack of funds or due to incorrect data transmitted by Customers as well as by reminders of due debts will be charged to the Customers. The reminder fees amount to a flat rate of 20.00 euros plus the statutory damage caused by default.

8.10. Offsetting is only possible with claims already recognised by the other Contracting Party or established by a court of law, unless these are claims for main performance and defects. A right of retention may only be asserted for claims arising from the respective contract.

9.     Term and termination

9.1. The contractually agreed Contract terms and notice periods of one month term, with the option to terminate the Contract at any time before expiry, or alternatively one year, with the option to terminate the Contract at any time before expiry, shall apply. If no Contract term and notice period have been agreed, the Contract term shall be one year and may be terminated at any time. Unless a Contract term and notice period has been agreed, the Contract term is one year and may be terminated at any time. Customers are responsible for backing up their Content and data before the end of the Contract period. Celero Cloud GmbH is, subject to legal or other Contractual Obligations, not obliged to retain the Customer's Content and data beyond the Contract period.

9.2. The termination shall take effect on the calendar day following receipt of the notice of termination.

9.3. The right to extraordinary termination for good cause remains unaffected and exists in particular in the case of

a. breach of essential obligations of these GTC (in particular clauses 4.2, 4.3
and 6.2);

b. Opening of insolvency proceedings against the assets of the Customers;

c. majority change in voting rights in the company of the Customers.

9.4. Termination for good cause shall generally require a prior written warning from the other Contracting Party setting a reasonable deadline, unless the other Contracting Party cannot reasonably be expected to adhere to the Contract.

9.5. After the end of the Contract, the Customer's user account will be deactivated and the data associated with the user account will be stored for a period of 90 days ("Reactivation Period"). During the Reactivation Period, Customer may continue to log in to its user account and reactivate the user account by purchasing a new license. After the end of the Reactivation Period, the Customer's data will be deleted; there is no obligation to retain the data beyond the Reactivation Period. Customers have the right to request the final deletion of their data also before the expiration of the reactivation period.

10.  Warranty

10.1. Customers will immediately notify Celero Cloud GmbH of any defects occurring. This includes in particular submitting written defect reports to Celero Cloud GmbH and providing other data and protocols suitable for analysing the defect.

10.2. The Customers are aware that it is not possible with the current state of technology to create computer software in such a way that it always works error-free in all applications and combinations. Against this background, Celero Cloud GmbH guarantees an accessibility of Celero One of 98% on an annual average. The accessibility is not considered impaired if it is not due to defects of Celero One or Celero Cloud GmbH is not responsible for the limitations.

10.3. Restrictions or failures of Celero One and programme data due to circumstances that are not within the sphere of influence and responsibility of Celero Cloud GmbH (fault of third parties, disruption of telecommunications lines, technical disruptions at the Customers, force majeure, etc.) do not count as defects.

10.4. Customers shall ensure that the technical requirements for the use of Celero One as communicated by Celero Cloud GmbH are met.

10.5. Liability for defects already present at the time of conclusion of the Contract, as long as these were recognised by the Customers or if Customers should have recognised these and did not report them within 24 h in both cases, is excluded.

10.6. If the security of the Customers or the infrastructure of Celero One is acutely endangered (e.g., by malware or unauthorised access attempts), Celero Cloud GmbH may temporarily restrict access to Celero One and the scope of its functions as required and with due consideration of the interests of the Customers.

10.7. Maintenance periods (which include typical maintenance, conversion, update or installation work) do not constitute defects.

10.8. Insofar as Celero Cloud GmbH provides the Customers with legal information templates (e.g., supplements for the Customers' privacy policy), this does not constitute legal advice, but rather templates without any guarantee to correctness and completeness, which are to be checked individually by the Customers.

10.9. Claims for defects shall become statute-barred after twelve months, unless a defect was fraudulently concealed. Otherwise, claims due to poor performance shall become statute-barred within 6 months, subject to mandatory statutory provisions. The commercial inspection and complaint obligations apply.

10.10. Celero Cloud GmbH gives no guarantee for concrete successes, sales or other target agreements that have not been expressly agreed.

10.11. The above provisions on warranty shall also apply in accordance with the provisions of these GTC on liability (clause 12).

11.  Interfaces

11.1. Insofar as Celero Cloud GmbH provides interfaces with which Customers can access Celero One with third-party software, Celero Cloud GmbH guarantees the functionality of the interfaces in accordance with the availability regulations of these GTC only insofar as the functionality is within the sphere of influence and Contractual Obligation of Celero Cloud GmbH.

11.2. In particular, no warranty can be assumed for a lack of compatibility of the interfaces or accessibility, insofar as the defects lie in the software or its modifications by the third-party provider which cannot be influenced by Celero Cloud GmbH.

11.3. The same restrictions apply when Customers link third-party software to Celero One via their interfaces.

12.  Liability

12.1. Celero Cloud GmbH is liable under this Contract only in accordance with the following liability provisions and, in the case of telecommunication services, additionally specifically in accordance with section 13 of these GTC.

12.2. Celero Cloud GmbH is liable without limitation for damage caused intentionally or by gross negligence by Celero Cloud GmbH itself or by legal representatives or executive employees of Celero Cloud GmbH as well as for damage caused intentionally by other vicarious agents; for gross negligence of other vicarious agents, liability is determined in accordance with the provisions for negligence set out below in section 12.5 of these GTC.

12.3. Celero Cloud GmbH is liable for damage caused intentionally or negligently by Celero Cloud GmbH or its legal representatives or vicarious agents resulting from injury to life, body or health.

12.4. Celero Cloud GmbH is liable for product liability damages in accordance with the provisions of the Product Liability Act.

12.5. Celero Cloud GmbH is liable for damages arising from the breach of cardinal obligations by Celero Cloud GmbH itself as well as by the legal representatives or vicarious agents of Celero Cloud GmbH. Cardinal obligations are the essential obligations which form the basis of the Contract, which were decisive for the conclusion of the Contract and on the fulfilment of which the Customers may rely.

12.6. Insofar as the liability of Celero Cloud GmbH is not excluded, liability is limited to compensation for the damage which is foreseeable and typical according to the nature of the transaction in question (hereinafter referred to as "typical damage"). The typical damage is generally limited to the specified amount and otherwise to the amount of the remuneration for the period in which the breach of duty took place, unless the limitation would be unreasonable in the individual case from the point of view of equity. This shall also apply to lost profits and savings. Liability for other remote consequential harm caused by a defect is excluded. Celero Cloud GmbH is liable for the loss of data in accordance with the above paragraphs only if such loss could not have been avoided by reasonable data backup measures on the part of the Customers.

12.7. Celero Cloud GmbH is liable for damages due to missing warranted characteristics up to the amount which was covered by the purpose of the warranty and which was recognisable to Celero Cloud GmbH when the warranty was given.

13.  Liability Provisions under Telecommunications Law

13.1. Celero Cloud GmbH is liable for pecuniary damage or compensation caused by Celero Cloud GmbH due to a non-intentional violation of the obligation as provider of publicly accessible telecommunication services towards end users in accordance with § 70 of the German Telecommunications Act (TKG).

13.2. Insofar as Celero Cloud GmbH is directly liable for pecuniary losses due to the same event causing damage to end users in accordance with § 70 TKG due to negligent or grossly negligent breach of duty or directly settles claims of end users, the customer's claims for compensation against Celero Cloud GmbH are reduced by the amount Celero Cloud GmbH has to spend to compensate the pecuniary losses of these end users.

13.3. Otherwise, Celero Cloud GmbH is liable in case of intent or gross negligence. Celero Cloud GmbH is only liable for damages based on simple negligence of Celero Cloud GmbH or any vicarious agents if an essential contractual obligation has been violated, the fulfillment of which enables the proper execution of the contract in the first place, the violation of which endangers the achievement of the purpose of the contract or the compliance with which the customer regularly relies on.

13.4. The liability of Celero Cloud GmbH according to paragraph 3 in case of slightly negligent violation of essential contractual obligations is limited to the compensation of the contract-typical, foreseeable damage - maximum € 12,500.00 per damage-causing event. If Celero Cloud GmbH's obligation to pay damages or compensation exists with respect to several end users due to the same event, the liability is limited to a total of € 30 million. If the obligation to pay damages or compensation to several end users entitled to compensation due to the same event exceeds the maximum limit according to sentence 2, the damages or compensation shall be reduced in the ratio in which the sum of all claims for damages or compensation stands to the maximum limit. The limitation of liability shall not apply to claims for damages arising from delay.

13.5. In the event that claims are asserted against a party due to a circumstance falling within the other party's area of responsibility, the responsible party shall indemnify the other party against all claims asserted by third parties in this regard, provided that the party against whom a claim is asserted immediately informs the responsible party of the claim and leaves the conduct of negotiations and proceedings to the responsible party. In addition, the responsible party shall reimburse the other party for all direct damages and expenses incurred in this connection. This applies in particular to the reimbursement of costs for a defense against the asserted claim in the amount of the statutory fees (e.g. court and attorney fees).

13.6. The possibility of regulating the amount of liability towards end users who are not consumers by means of individual contractual agreements within the meaning of § 70 S. 5 TKG shall remain unaffected.

14.  Amendment of the GTC

14.1. Celero Cloud GmbH reserves the right to amend the GTC at any time with effect for the future. The amendment of essential regulations which influence the contractual balance of the Customers with Celero Cloud GmbH will only be made if there are valid and objective reasons which are reasonable for the Customers.

14.2. In the event of amendments to the GTC, Celero Cloud GmbH will notify the Customers of the amended GTC at least in writing so that the Customers have at least fourteen days before implementation to object to the amendments. If the Customers do not object to the amended terms within the period, they are deemed to be accepted. Customers shall be informed of their right to object and the consequences thereof.

15.  Data protection and accountability

15.1. Each Contracting Party shall ensure that the data processing taking place within its course of business complies with the applicable data protection requirements and shall support the other Contracting Party to the agreed, statutory and otherwise reasonable extent in the fulfilment of the data protection obligations arising in the context of the use of Celero One by the Customers.

15.2. The Customers undertake, if necessary, to conclude a Data Processing Agreement within the meaning of Article 28 (3) and (4) GDPR and to enter into agreements required by the law on the protection of personal data and/or trade secrets in the case of the use of Celero One. In this context, Celero Cloud GmbH provides the Customers with the corresponding contract texts. Customers' own contractual clauses can only be taken into account against an appropriate review fee.

16.  Confidentiality, property rights and protection of secrets

16.1. The Contracting Parties undertake to treat all confidential information of which they become aware in the course of implementing this Contract as confidential and to use it only for contractually agreed purposes.

16.2. For the purposes of this provision, confidential information means information, documents, particulars and data which are designated as such or which by their nature are to be regarded as confidential.

16.3. In particular, the following matters are deemed to be covered by this confidentiality agreement: customer lists; contractual parties and contract internals; sales figures; price lists, pricing and discount agreements; business balances; technical know-how and software developments (in particular relating to Celero One); creditworthiness; personnel matters; production and development procedures; marketing procedures and planned marketing measures.

16.4. “Reverse engineering", meaning observing, examining, dismantling or testing Celero One as well as hardware and software of Celero Cloud GmbH, is not permitted without the consent of the other Contracting Party.

16.5. The Contracting Parties undertake to grant access to confidential information only to those employees who are entrusted with the provision of services under this Contract. The Contracting Parties shall not file applications for property rights for confidential information of the respective other Contracting Party.

16.6. The rights and obligations under this Section on Confidentiality shall not be affected by any termination of this Agreement. Both Contracting Parties shall, at the other Contracting Party's option, return or destroy confidential Information upon termination of this Contract to the extent that it has not been properly consumed.

16.7. The Contracting Parties may, subject to any express confidentiality obligations, refer to the use of Celero One by the Customers. Beyond that, public declarations by the Contracting Parties about cooperation will only be made by prior mutual agreement.

17.  Competition clause

The Contracting Parties are entitled to conclude contracts of the same or a different kind with competitors of the respective Contracting Party, provided that this is not opposed by any considerations of trust, law, particularly privacy law and trade secret protection and the purpose of this Contract is not jeopardised.

18.  Place of jurisdiction, applicable law, form and final provisions

18.1. Customers' terms and conditions of business that deviate from these GTCs do not apply unless Celero Cloud GmbH has expressly acknowledged the deviating or conflicting terms and conditions of business of the Customers. A lack of objection to the Customers' terms and conditions does not constitute acknowledgement.

18.2. For the purposes of these GTC, written form means text form on a durable data carrier with a recognisable sender and recipient (e.g. e-mail with a recognisable sender). Declarations that meet higher formal requirements, for example written form with a handwritten signature, are also effective. Oral or conclusive declarations are not valid.

18.3. The law of the Federal Republic of Germany shall apply.

18.4. The place of performance and exclusive place of jurisdiction for all disputes arising from or in connection with the contractual relationship is the registered office of Celero Cloud GmbH, provided the Customers are merchants, legal entities under public law or special funds under public law or have no place of jurisdiction in Germany. Nevertheless, Celero Cloud GmbH is also entitled to take legal action at the registered office of the Customers.

18.5. Customers may only transfer claims against Celero Cloud GmbH based on this Contract to third parties with the consent of Celero Cloud GmbH.

18.6. The invalidity of individual provisions of these GTC and the contractual agreements based on them shall not affect the validity of the remaining provisions. In this case, the Contracting Parties undertake to agree on effective provisions that come closest in economic terms to the intended purpose of the invalid provisions. This applies accordingly to the closure of any contractual loopholes.

Status 10.10.2022