General terms and conditions
1) Scope of application
a) Artirigo AG, Schützenstrasse 21, 96047 Bamberg (hereinafter: ‘Artirigo’) offers on the platform ‘Proxipedia’ under the website www.proxipedia.io (‘Proxipedia’) a web-based software (‘Content Management System’ or CMS) for cultural organizations and institutions (hereinafter: content provider or customer), in particular for creating, managing and publishing information, in particular in the form of a multimedia visitor’s guide (hereinafter referred to as: ‘provider usage’), which can be provided to end users via a mobile smartphone app (iOS / Android) “PROXIPEDIA” (hereinafter: ‘the app’).
b) The following general terms and conditions govern the use of Proxipedia or the app by the provider and are part of the contractual relationship between Artirigo and the respective content provider. The contractual relationship is concluded as soon as an offer of the customer to publish a basic entry in the sense of the following item 2 a) of Artirigo is accepted. Artirigo reserves the right to accept such an offer at its own discretion.
c) If the content provider is a natural person, this person must be of legal age (18 years or older) and capable of acting.
a) Basic entry on website and app (free of charge)
Artirigo offers customers the opportunity to publish their cultural attractions and facilities (such as museums, castles, palaces, etc.) free of charge as a basic entry on the website and in the app via a form on the website www.proxipedia.io. Such a basic entry includes one (1) photo, a general description and further information on opening hours, admission charges and the address of the attraction during the term of the contract.
b) Software as a Service / CMS (partly charged)
Artirigo also offers the customer the opportunity to use the CMS provided by Proxipedia as a content provider and thereby make multimedia content of all kinds (text, images, language, etc.) regarding the attraction operated by him accessible to the app users. Access to the software offered by Proxipedia and to be booked by the customer, is provided as a Software-as-a-Service service via internet. The functionality of the software offered by Artirigo can be found in detail in the program description of Proxipedia on the page www.proxipedia.io under the heading “Exhibitor”.
i. Free account in preview mode
The functionality of the content management system can be tested free of charge for a period of 90 days, the content being visible only to the content provider and not appearing publicly. For this purpose, a user account must be set up in the CMS, which the customer requests by completing the corresponding form on the website www.proxipedia.io. The prerequisite for the creation of a user account in the CMS, however, is always the entry of a basic entry. Artirigo accepts the request to open a user account by sending a confirmation email to the customer. However, Artirigo reserves the right to accept such an offer at its own discretion.
ii. Live-use of the CMS
After creating a user account in the preview mode, the customer can apply for the first activation of his content in the Proxipedia app in order to publicly display all contents published at the time from that point on. Scope and prices of the respective service are available on the website www.proxipedia.io under the heading “Exhibitors”. The customer applies for activation by means of a written application or by completing and sending the order form also held there. Artirigo accepts this request for activation by an express confirmation in writing to the customer. However, Artirigo reserves the right to accept such an offer at its own discretion.
iii. Sale of Bluetooth transmitters (beacons)
For the app to recognize whether it is in the proximity of objects or at other spatially fixed points within an exhibition, attraction, device, etc., these objects or points can be provided with a bluetooth transmitter (beacon). These beacons are preconfigured by Artirigo and are available for purchase in packages of ten (10) each. The purchase contract is concluded when the customer places a order in text form and Artirigo expressly confirms this order in text form to the customer. The prerequisite for the purchase of beacons, however, is always the activation of a user account in the software / CMS.
For use in the CMS only such beacons are accepted and activated by Artirigo, which are obtained through Artirigo.
3) Use of the CMS; Obligations of the customer
a) By commencement of contract, Artirigo grants the customer the non-exclusive, non-transferable and temporary right of use for the tested or booked software version in connection with the attraction or facility operated by the customer. All further rights of use and exploitation are reserved for Artirigo.
b) The customer undertakes to use the software exclusively in accordance with the contract and not to make it available to third parties for use. All information required by Artirigo must be complete and truthful. Access data communicated by Artirigo must be treated confidentially by the customer and protect his / her account(s) against unauthorized access. Violations of the above obligations of the customer entitle Artirigo to terminate the contract immediately.
c) Content may not be published via the CMS, as far as it:
i. Infringes rights of third parties, in particular (but not limited to) intellectual property rights, such as copyrights (in particular music and image rights), patents, utility models, trademarks or design rights;
ii. is otherwise illegal in the sense that the contents are in violation of applicable laws such as, in particular, the provisions of the criminal code and other criminal law;
iii. is racist, inhuman, hurtful, offensive, glorifying violence, pornographic or predominantly sexual content or harmful to minors, or in any other ways offends against the general sense of decency;
iv. is suitable for restricting or damaging the functionality or technical infrastructure of Artirigo or Proxipedia.
The customer is liable to Artirigo for the observance in particular of the above provisions in paragraph 3.c) of these terms and conditions, namely that – as far as contents of the rights of third parties are touched – the customer commands the or each required right / s (license, permission etc.) on the part of the right holder(s). The customer exempts Artirigo in this respect from any claims, own or from the side of third parties, which are brought against Artirigo because of or in connection with a breach of its obligation under this provision.
d) Artirigo reserves the right to check at any time in its sole discretion and to decide whether contents comply with the requirements of these terms and conditions. Artirigo may at any time, without notice, without justification, and in its sole discretion remove any content that violates these terms and / or block the access or account of a customer required to upload content.
e) The customer agrees that Artirigo will use its name, logo and the content published by the customer in connection with the marketing of the Proxipedia platform including the right to store such content on Artirigo servers and / or to share this content edit, publish, publish, reproduce and / or make available to an unlimited number of users or customers.
f) Artirigo reserves the right to change the software at any time or to offer deviating or supplementary functionalities as far as this is reasonable for the customer. If the provision of a modified version of the software or a change in functionality of the software is accompanied by a material change in the use of the software itself, or by the customer’s software-supported workflows and / or limitations on the usability of previously generated data, Artirigo will announce such a change in text form at the latest six weeks before the effective date of such change. If the customer does not object to the change in writing within a period of two weeks from receipt of the change notification, the change becomes part of the contract. Artirigo will inform the client of any announcement of changes to the aforementioned deadline and the legal consequences of its expiry if the possibility of contradiction is not perceived. If the customer objects on time, Artirigo is entitled to terminate the contract at the time when the changed software or functionality is used.
g) Artirigo further reserves the right to change the software or offer different functionalities,
i. insofar as this is necessary in order to ensure the conformity of the services offered by Artirigo with the law applicable to these services, in particular if the legal situation changes;
ii. insofar as Artirigo complies with a court or administrative decision directed to Artirigo;
iii. as necessary, to eliminate software vulnerabilities; or
iv. as far as this is only advantageous for the customer.
In the event of changes due to any of the above mentioned circumstances, the provisions of paragraph (c) above shall apply mutatis mutandis to information and right of objection of the customer or termination of the contract by Artirigo.
4) Prices and terms of payment
a) Use of the software / CMS
i. The prices for using the software or the CMS are based on the activation of various premium functionality packages (for example audio, video or language packs) that are booked independently of each other.
ii. The current prices are available on the website www.proxipedia.io under the heading “Premium Features”.
iii. The user fee will be charged for each expired calendar month, at the latest by the third working day of the following month. As far as a fee-based use begins in the current month, there will be a pro rata billing based on a 30-day month for the first billing. Alternatively, if requested by the customer, the basic charge may be paid in advance for 12 months in advance, with monthly billing of the usage fee according to sentence 1 of this paragraph.
iv. Payment is made by SEPA direct debit or by invoice. For the use of the SEPA direct debit payment method, the customer must issue a corresponding direct debit mandate when ordering a fee-based functionality package.
b) Bluetooth transmitter (beacon)
Shipping is on account with each order. The current prices are shown on the website www.proxipedia.io and do not include shipping costs.
5) Contract term and termination
a) The free basic entry has an unlimited term and can be terminated on both sides at any time with a period of three (3) working days by declaration in writing.
b) The free account in the preview mode is granted for a maximum of ninety (90) calendar days. The term ends without the need for a separate declaration of termination. An automatic renewal and / or conversion to a paid license does not take place.
c) The contract for a paid use of the software has a minimum term of 12 months. It is renewed automatically for a further 12 months if it is not terminated by email or in writing no later than three (3) calendar months before the end of the current contract year.
a) Artirigo is liable without prejudice to the following limitations of liability, without limitation for damage to life, limb and health, which are based on a negligent or intentional breach of duty by its legal representatives, employees or other vicarious agents. Unlimited liability also exists for damages that are covered by the liability under the product liability act or any other strict liability and for all damages that are based on intentional or grossly negligent breach of contract by the legal representatives, employees or other vicarious agents of Artirigo.
b) Artirigo is also liable for damages caused by simple negligence, if and insofar as this negligence relates to the breach of such contractual obligations, the observance of which is of particular importance for the achievement of the purpose of the contract (so-called cardinal obligations). However, Artirigo shall only be liable to the extent that such damage is typically associated with the contract and foreseeable. Artirigo is otherwise not liable for simple negligent breaches of non-essential ancillary obligations.
c) Any further liability of Artirigo is excluded regardless of the legal nature of the asserted claim. This also applies in particular to indirect or consequential damages as well as lost profits.
d) The customer is solely responsible for the accuracy and / or completeness of all content and other information published by the customer within the framework of the contractual relationship. The customer exempts Artirigo in this respect from any claims, own or from the side of third parties, which are brought against Artirigo because of or in connection with a breach of its obligation under this provision.
7) Change of the terms and conditions
Artirigo is entitled to change these terms and conditions in order to be able to adjust them accordingly in the event of changes to applicable laws or relevant case law, as well as in the event of changes in economic or technical conditions and / or conditions. However, the amended GTC will only apply if Artirigo notifies the customer of the change in writing, at the same time indicating that these changes apply to him, if the customer does not object in writing to Artirigo within two weeks after receipt of the change. If the customer objects on time, Artirigo is entitled to terminate the contract at the time when the changed terms and conditions come into force.
8) Other provisions
a) If individual provisions of the contract, in particular these GTC, are or become invalid in whole or in part, the validity of the remaining provisions or parts of such provisions of the contract and / or these GTC remain unaffected.
b) The customer can only set off own claims against Artirigo, if Artirigo has accepted these claims or these claims have been legally established in favour of the customer.
c) The contract including these GTC is subject exclusively to German law with the express exclusion of all international and supranational laws, in particular the UN sales law.
d) Jurisdiction for all disputes between Artirigo and a customer who is a merchant, a legal entity under public law or a special fund under public law, out of or in connection with the contractual relationship and / or these terms and conditions is Bamberg.
(As of 10/2017)