CUSTOMER TERMS OF SERVICE
RUBENS CONFIGURATOR & ROOM DESIGNER PLATFORM
Last update: 10th June 2024
I. DEFINITION OF A ROOMLE RUBENS PLATFORM CUSTOMER
§ 1.1 Who is the “Customer”?
(a) ““Customer” is the organization that you represent in agreeing to the Customer Terms.
(b) If you signed up to an account (the “Account”) and subscribed to a free or paid plan using your corporate email domain, your organization is the Customer, and Customer can modify and re-assign roles regarding the Account, including your role, and otherwise exercise its rights under the Customer Terms. If Customer elects to replace you as the representative with ultimate authority for the Account, we will provide you with notice following such election and you agree to take any actions reasonably requested by us or Customer to facilitate the transfer of authority to a new representative of Customer.
§ 1.2 Rights and obligations of customers. Your rights and obligations when using our Roomle Rubens services made available on www.roomle.com and all its subdomains (the ‘Website’), including all components and functions associated with such services (the ‘Rubens Services’). You acknowledge that you have read and understood the Customer Terms and agree to be bound by the Customer Terms and the obligations contained therein.
§ 1.3 “We,” “our” and “us” refer to the person specified in § 15.1 (together with Customer, the “Parties”).
II. THIS IS OUR CONTRACT WITH THE CUSTOMER
§ 2.1 These “Customer Terms” Form a Part of a Binding “Contract”.
(a) All of
i. the General Terms of Use available on our Website
ii. Roomle Rubens Software License Agreement; and
iii. any terms in a Customer-Specific Supplement applicable to Customer, in each case in the currently valid version, form an integral part of these Customer Terms, are incorporated herein by reference and, together with these Customer Terms, form part of the “Contract”.
(b) Customer further agrees to comply with the most recent version of the Privacy Policy (accessible under https://www.roomle.com/en/privacy-statement). If Customer accesses the Services, or continues to grant access to the Rubens-Services to Authorized Users, after being notified of a change to the Privacy Policy, Customer confirms that Customer has read, understands and agrees to be bound by the Privacy Policy, in the respective then-current version.
§ 2.2 Entire Agreement and Priority.
(a) Unless otherwise expressly agreed in this contract or in writing between the parties, this contract contains all provisions applicable between the customer and us and replaces all previous or verbal agreements made between the customer and us.
(b) Notwithstanding § 2.2(a), certain aspects of Customer’s use of the Rubens-Services may be subject to additional agreements. When Customer receives an offer for such use, Customer will be notified of any additional terms and conditions, and Customer may be able to agree to such terms in order to use the additional Services, which are then incorporated into the Contract by reference. Some of the additional terms are listed on our Website.
(c) In the event of a conflict between certain documents forming part of the Contract, they shall apply in descending priority, as follows:
i. any terms in a Customer-Specific Supplement applicable to Customer;
ii. aany Rubens Software License Agreement;
iii. any Order Form;
iv. these Customer Terms;
v. the General Terms of Use.
§ 2.3 Your Agreement On Behalf of “Customer”. If you
(a) create an account (tenant) at admin.roomle.com, where a group of logged-in users may access Rubens-Services offered by Roomle (the “Workspace”);
(b) invite users to the Account / Workspace; or
(c) use or allow use of the Customer account in the Workspace after being notified of a change to these Customer Terms, you acknowledge your understanding of the then-current Contract and agree to the Contract on behalf of Customer. Please make sure you have the necessary authority to enter into the Contract on behalf of Customer before proceeding. We retain the right to request further information or documentation from Customer to confirm your authority, and to cancel Customer’s Registration, should we find such information or documentation insufficient in our free discretion.
§ 2.4 Modifications.
(a) As our business evolves, we may change these Customer Terms. If we make a material change to the Customer Terms, we will notify Customer 30 days prior to the change taking effect.
(b) Customer can review the most current version of the Customer Terms at any time by visiting https://www.roomle.com/en/terms-of-service.
(c) Any material revisions to Customer Terms will become effective on the date set forth in our Notice, and all other changes will become effective upon posting of the change. If Customer or any of its Authorized Users accesses or uses the Rubens-Services after the effective date, that use will constitute Customer’s acceptance of any revised terms and conditions. If the Customer is not in a position to accept a new version of the Customer Terms and Conditions, the Rubens license agreement (contract) may be terminated by either party subject to the contractually agreed notice period.
III. HOW TO SET UP A CUSTOMER ACCOUNT/ WORKSPACE AND ADD USERS
§ 3.1 Registration of a Customer Account. Customer can sign up for the Services by creating a company account at https://admin.roomle.com/signup (“Register” and “Registration”). Customer’s Registration with us becomes effective and the Customer Terms enter into Force upon Notification by us that we accept the Registration (the “Effective Time”).
§ 3.2 Authorization of Users by Customer.
(a) Subject to an active subscription to the Rubens-Services pursuant to § 4.1, individuals authorized by Customer to access the Services (“Authorized Users”) may access the Rubens-Services through the Customer’s Account / Workspace, and may submit content or information to the Workspace (“Workspace Data”).
(b) Each Authorized User must
i. agree to the User Terms to activate their account;
ii. not share access information for its user account with any other person; and
iii. comply with any authentication requirements specified by us.
(c) Customer shall
i. keep all access and login credentials secure and confidential, and not allow any person who is not authorized to access and use the Services from so accessing and using the Services; and
ii. inform Authorized Users of all Customer policies and practices that are relevant to their use of the Services, including how Workspace Data is handled pursuant to § 6.1.
§ 3.3 Compliance with Contract.
(a) Customer must comply with the Contract and ensure that its Authorized Users comply with the Contract and the User Terms.
(b) We may review conduct for compliance purposes, but we have no obligation to do so.
(c) The Rubens-Services are not intended for and should not be used by anyone under the age of 16. Customer must ensure that all Authorized Users are over 16 years old.
§ 3.4 Customer Representations. Customer represents and warrants to us that
(a) it has validly entered into the Contract and has the legal power to do so;
(b) it is responsible for the conduct of its Authorized Users and their compliance with the terms of this Contract and the User Terms; and
(c) it has all necessary rights to import the Workspace Data into the Services.
§ 3.5 Platform & Software Protection. The Customer shall not, and shall not allow third parties, including Authorized Users, to
(a) access, store, distribute, upload or transmit any virus, worms, Trojan horses, corrupted files, hoaxes, or other items of a destructive or deceptive nature when accessing or using the Rubens-Services;
(b) access, store, distribute, upload or transmit any material when accessing or using the Services that:
i. is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
ii. facilitates illegal activity;
iii. depicts sexually explicit images;
iv. promotes unlawful violence;
v. is discriminatory based on race, gender, color, religious belief, sexual orientation, disability; or
vi. is otherwise illegal or causes damage or injury to any person or property;
(c) except as expressly permitted in writing by the Contract or applicable laws, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Rubens-Services or any software comprised in the Rubens-Services, in any form or media or by any means; or attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the software comprised in the Rubens-Services;
(d) access all or any part of the Rubens-Services in order to build a product or service which competes with the Rubens-Services;
(e) use the Rubens-Services to provide services to third parties that are not expressly approved in the Contract;
(f) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Rubens-Services available to any third party except Authorized Users;
(g) attempt to obtain, or assist third parties in obtaining, access to the Rubens-Services, other than as provided in the Contract;
(h) violate, or encourage the violation of, the legal rights of others;
(i) interfere with the use of the Rubens-Services, or the equipment used to provide the Rubens-Services, by customers, authorized resellers, or other authorized users;
(j) disable, interfere with or circumvent any aspect of the Rubens-Services;
(k) generate, distribute, publish or facilitate unsolicited mass email, promotions, advertisements or other solicitations ("spam");
(l) grant anyone unauthorized access to, or use of, the Rubens-Services or software comprised in the Rubens-Services or, in the event of the Customer becoming aware of any such unauthorized access, fail to promptly Notify us; or
(m) allow its network and systems to violate the relevant specifications, if any, provided by us from time to time.
IV. NEXT STEP: CHOOSING A PLAN AND SUBSCRIBING TO THE SERVICES
§ 4.1 Ordering Subscriptions.
(a) A subscription to a paid or free plan allows Authorized Users to access the Rubens Services (the “Rubens subscription”).
(b) A Rubens subscription may be procured through the Rubens Admin Platform (accessible under admin.roomle.com) interface, or by agreement between the Customer and us in the form of a Rubens License Agreement. Subscriptions commence when we make them available to Customer in form of a Customer Account / Workspace at admin.roomle.com and continue for the term specified in the Rubens License Agreement, subject to earlier termination.
(c) A subscription may be for a single Authorized User or a group of Authorized Users, and may be for all or part of the Rubens-Services, in each case as specified in the Rubens Admin Platform or in the Rubens Software License Agreement. We sometimes enter into other kinds of ordering arrangements, but that would need to be spelled out and agreed to in the Rubens Software License Agreement.
§ 4.2 Roomle may choose to publish information about our future product plans in the interest of transparency for our customers. Our public statements about these product plans are a statement of intent, but you should not base your decision to sign up on them. If the customer chooses to register or subscribe to Rubens, that decision should be based on the actual functionality or features provided by us at the time of the decision and not on the provision of future functionality or features.
§ 4.3 Choosing to be a Beta Tester. Occasionally, we look for beta testers to test our new features. These features will be labeled as ‘beta’ or ‘pre-release’ or words or phrases with similar meanings (each a ‘Beta Product’). Beta Products are provided ‘as is’ only, notwithstanding anything to the contrary in the Agreement, and any warranties or contractual obligations we make in the Agreement will not apply.
§ 4.4 Feedback is Welcome. The more suggestions our customers make, the better the Rubens services become. If the customer sends us feedback or suggestions, we have the opportunity to incorporate this feedback into our product development. Further developments of our products are made available to Roomle customers worldwide as a Rubens standard service. A separate software development agreement is required for customized software developments.
§ 4.5 Third Party Products.
(a) The Rubens Services may include a platform that third parties use to develop applications and software that may complement the use of the Rubens Services (the ‘Third Party Products’). We may also provide an application in which Third Party Products are available for installation. These are not our products, which is why we do not provide any warranty or support for these products in such cases. The customer himself decides whether he wishes to use certain third-party products; therefore, this use is determined solely by the relationship between the customer and the respective third party. This exclusion of warranty also applies to files created or edited by us. Neither verbal nor written information that the customer receives from us shall establish a warranty on our part in this context.
(b) If we believe that there is a violation of the Contract that can simply be remedied by Customer’s disabling of a Third Party Product (as defined below), we will, in most cases, ask Customer to take direct action rather than intervene. However, we may directly step in and take what we determine to be appropriate action, if Customer does not take appropriate action, or if we believe there is a credible risk of harm to us, the Rubens-Services, Authorized Users, or any third parties.
V. WHO OWNS THE WORKSPACE DATA AND OTHER IP
§ 5.1 What’s ours is ours.
(a) All of our trademarks, service marks, trade names, logos and domain names and all other features of our brand (the "Brand Features") are our sole property or sole property of our licensors. The Customer Terms do not give Customer any rights to use any of our Brand Features, whether for commercial or non-commercial use.
(b) We own and will continue to own the Rubens-Services and all related intellectual property rights, including but not limited to any underlying software code. We may make software components available, via app stores or other channels, as part of the Rubens-Services.
§ 5.2 What’s yours is yours.
(a) Except as otherwise provided in the Contract, nothing herein shall constitute any transfer of rights, title or interest, including without limitation any patent rights, copyrights, trademark rights, trade secret rights and any other intellectual property rights, in and to any Workspace Data from Customer to us.
(b) Customer hereby grants us a limited licence to use workspace data for the purpose of continuous improvement of the Rubens-Services. Exemplary examples of the use of the customer's Workspace Data by Roomle: Analysis of non-functional configurators, execution of automated tests during the implementation of new product releases.
VI. HOW WE HANDLE WORKSPACE DATA
§ 6.1 Responsibilities of Customer. Customer is solely responsible for
(a) the content of any Workspace Data or the way Customer or its Authorized Users choose to use the Services to store or process any Workspace Data;
(b) the legality, reliability, integrity, accuracy and quality of Workspace Data, and for the legality of the transfer and processing of Workspace Data under the Contract;
(c) any use, disclosure, modification or deletion of Workspace Data that is transmitted to, shared with, or accessed by, a Third Party Product (as defined below). If a Third Party Product is enabled for a Customer’s workspace, please be mindful of any Workspace Data that will be shared with the third party provider and the purposes for which the provider requires access.
§ 6.2 Customer’s Instructions.
(a) We will not use or process Workspace Data for any purpose without Customer’s prior written instructions; provided, however, that “prior written instructions” will be deemed to include use of the Services by Authorized Users and any processing related to such use or otherwise necessary for the performance of the Contract and the improvement of the Services.
(b) Customer may provide us with additional instructions on what to do with any Workspace Data, unless such instructions prevent us from performing our obligations under the Contract. Such instructions may result in the access, use, disclosure, modification or deletion of certain or all Workspace Data.
§ 6.3 Sharing Workspace Data with Third Parties.
(a) We will observe our confidentiality obligations pursuant to § XI with respect to any Workspace Data.
(b) Before sharing Workspace Data with any third party member of the Roomle SaaS Extended Family (as defined below), we will ensure that such person maintains, at a minimum, reasonable data practices for maintaining the confidentiality and security of Workspace Data and preventing unauthorized access.
§ 6.4 Security of Workspace Data.
(a) The protection of Workspace Data is a top priority for us, so we will maintain administrative, physical, and technical safeguards at a level not materially less protective than as described in our Security Practices on https://www.roomle.com/en/security. Those safeguards will include measures for preventing unauthorized access, use, modification, deletion and disclosure of Workspace Data by our employees.
(b) Customer, not us, bears sole responsibility for adequate security, protection and backup of Workspace Data when in Customer’s or its representatives’ or agents’ possession or control, including as a result of the Customer’s use of Customer’s own IT infrastructure or of an Infrastructure Service. We are not responsible for what Customer’s Authorized Users, Third Party Products or Infrastructure Providers do with Workspace Data. That is Customer’s responsibility.
§ 6.5 We may, during the term of a Rubens subscription, allow Customer to export or share certain Workspace Data in our system or otherwise in our possession or control from the Rubens-Services; provided, however, that Customer acknowledges and agrees that the ability to export or share Workspace Data may not exist at all or may exist in part, depending on the agreed and enabled data retention, sharing or invitation settings.
§ 6.6 Deletion of Workspace Data.
(a) Following termination or expiration of a Rubens Workspace’s subscription, we will have no obligation to maintain or provide any Workspace Data and will thereafter, unless legally prohibited, delete all Workspace Data in our systems or otherwise in our possession or under our control.
(b) If we believe that there is a violation of the Contract that can simply be remedied by Customer’s removal of certain Workspace Data, we will, in most cases, ask Customer to take direct action rather than intervene. However, we may directly step in and take what we determine to be appropriate action, if Customer does not take appropriate action, or if we believe there is a credible risk of harm to us, the Services, Authorized Users, or any third parties.
VII. OTHER PROMISES WE MAKE ABOUT THE RUBENS SERVICES
§ 7.1 Providing the Rubens-Services. We will make the Rubens-Services available to Customer and its Authorized Users as described in the Contract, in accordance with all applicable laws and the Contract.
§ 7.2 Keeping the Rubens Services Available.
(a) We will always use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, excluding planned downtime. We expect planned downtime to be infrequent and will endeavor to provide Customer with advance notice (e.g., through the Rubens-Services), if we think it may exceed five continuous minutes.
(b) The Customer should contact us through the following channels for any customer support.
i. Report Issues & incidents: www.support.roomle.com
ii. Customer Support: is offered via your dedicated Roomle account management contact or via your Rubens Software License Agreement contact.
(c) We may offer, in exchange for payment by the Customer of an additional fee, specific service levels as described separately by us in connection with a corresponding offer.
§ 7.3 The Roomle SaaS Extended Family. We may leverage our employees, those of our corporate affiliates and third party service providers (the “Roomle SaaS Extended Family”) in exercising our rights and performing our obligations under the Contract. We will be responsible for the Roomle SaaS Family’s compliance with our obligations under the Contract.
VIII. DISCLAIMER OF WARRANTIES
§ 8.1 Subject to other provisions of this Agreement, the Rubens-Services, all related components and information are provided ‘as is’ and only with the warranty that the acquisition of rights does not conflict with the rights of third parties. This includes in particular the exclusion of any warranty of merchantability, title, fitness for a particular purpose, viability, functionality, usability and non-infringement of third party rights. The customer recognizes that we do not guarantee that the Rubens-Services will function uninterrupted, punctually, securely or error-free.
§ 8.2 Roomle can modify, expand and reduce the Rubens-Services in terms of content and on a component basis at its own discretion and thus further adapt them to the changing needs of our Customers.
IX. OUR LIABILITY
§ 9.1 Fraud, Personal Injury. Nothing in the Customer Terms releases us from our liability for fraud, fraudulent misrepresentation, death or personal injury resulting from our gross negligence and, if required by mandatory law, ordinary negligence.
§ 9.2 Limitation of Liability. We, our officers, owners, employees, agents, subsidiaries, affiliates, successors, suppliers or licensors, shall, in no event, be in breach of the Customer Terms nor liable for:
(a) any incidental, indirect, aggravated, special, exemplary, punitive or consequential damages, including, but not limited to, damages, including loss of data, revenue, and/or profits, costs or expenses, including legal fees and expenses, whether foreseeable or unforeseeable, that may arise out of or in connection with the Customer Terms;
(b) any loss of use, loss of data business, profit loss or damage to equipment if Customer could have prevented such damage if Customer had complied with our recommendation to update Customer’s equipment or applications, or if such damage was caused by improper use of any instructions we give or by Customer’s failure to implement the system requirements we recommend, in each case as published on our Website or otherwise Notified to Customer;
(c) any action taken or omitted to be taken, or anything suffered by such action or omission, in reliance upon any notice, direction, consent, certificate, affidavit, statement or other paper or document reasonably believed by us to be genuine and to have been presented or signed by the proper party or parties or a representative thereof;
(d) the delay in performing, or failure to perform, any of our obligations under the Customer Terms if such delay or failure predominantly result from events, circumstances or causes beyond our reasonable control, including but not limited to a force majeure event, or more closely related to Customer’s actions or omissions. In such circumstances the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed;
(e) any damages caused by
i. our slight negligence;
ii. any deliberate, reckless, negligent or any other statements, acts or omissions of any person that is not us, a member of our corporate or VAT group, our or their respective subcontractors under the Contract or any consultant; or
iii. Customer not mitigating any damages that are reasonably mitigatable; or
(f) an amount higher than the total of any payments made by Customer to us in connection with the Contract during the past 12 months prior to the assertion (judicial assertion) of Customer’s claim before a competent court.
§ 9.3 Forfeiture of claims for damages. Customer’s claims for damages must be asserted in writing against us within 30 days of Customer becoming aware of the respective damage and – if no agreement has been reached in the meantime – In court within three months of becoming aware of the respective damage, failing which they shall be forfeited.
§ 9.4 Malware and Third Party Products.
(a) We do not guarantee that the Services are free of malware or other harmful components.
(b) In addition, we make no representations, warranties or recommendations, and assume no responsibility with respect to
i. third party applications or their content,
ii. user content,
iii. devices or other third party products or
iv. services provided by a third party through us.
(c) We are neither responsible nor liable for any transactions between Customer and any third party providers.
§ 9.5 Compliance with Orders. We are expressly authorized to comply with and obey orders, judgments or decrees of any court or other authority provided for in the Contract. In case we obey or comply with any such order, judgment or decree, we are not liable to Customer or any other person, firm or corporation by reason of such compliance, notwithstanding any such order, judgment or decree being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction.
§ 9.6 Internet.
(a) Customer understands that in order to fulfill the Rubens-Services, we require access to and use of the internet. As the internet is an unregulated public network over which we exert no control and therefore we have no responsibility for operating and maintaining any servers and their connection to the internet to access and use the Rubens-Services.
(b) We do not guarantee that any up- or download or transfer from us to Customer will be uninterrupted or error free.
(c) Further, we shall have no liability whatsoever with respect to the accuracy, dependability, privacy, security, authenticity or completeness of data transmitted over the internet or any intrusion, virus disruption, loss of communication, loss or corruption of data, or other error or event caused or permitted by or introduced through the internet.
§ 9.7 Customer is solely responsible for providing high speed internet service for itself and its Authorized Users to access and use the Rubens-Services.
X. CUSTOMER’S LIABILITY
§ 10.1   Customer shall defend and/or settle at Customer’s expense, any claims, actions or proceedings against us and our affiliates, and our and their officers, directors, employees and contractors (the "Indemnified Parties"), to the extent arising out of or relating to
(a) any breach of the Contract by the Customer;
(b) any violation of any law or regulation by the Customer; and
(c) any infringement or misappropriation of any intellectual property or other rights, in each case by Customer or any of Customer’s affiliates or any of their respective officers, directors, employees, contractors or agents ("Claims").
§ 10.2   Customer shall pay to the third party the amount that was awarded to the respective third party by the competent court as damages as a result of the judicial assertion of one of the claims mentioned in § 10.1 or that was agreed as part of an out-of-court settlement. Payment of the compensation by the customer is subject to our immediately informing the customer of the existence of any of the above-mentioned claims.
XI. CONFIDENTIALITY
§ 11.1 Confidential Information. Each party (“Disclosing Party”) may disclose “Confidential Information” to the other party (“Receiving Party”) in connection with the Contract, which is anything that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure including the Rubens Software License Agreement, as well as non-public business, product, technology and marketing information. Confidential Information of Customer includes Workspace Data. If something is labeled “Confidential”, this is a clear indicator to the Receiving Party that the material is confidential. Notwithstanding the above, Confidential Information does not include information that
(a) is or becomes generally available to the public without breach of any obligation owed to the Disclosing Party;
(b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party;
(c) is received from a third party without breach of any obligation owed to the Disclosing Party; or
(d) was independently developed by the Receiving Party.
§ 11.2 Protection and Use of Confidential Information. The Receiving Party will
(a) take at least reasonable measures to prevent the unauthorized disclosure or use of Confidential Information, and limit access to those employees, affiliates and contractors who need to know such information in connection with the Contract; and
(b) not use or disclose any Confidential Information of the Disclosing Party for any purpose outside the scope of this Contract.
(c) Nothing above will prevent either party from sharing Confidential Information with financial and legal advisors; provided, however, that the advisors are bound to confidentiality obligations at least as restrictive as those in the Contract.
§ 11.3 Compelled Access or Disclosure. Notwithstanding anything to the contrary set forth in the Contract, the Receiving Party may access or disclose Confidential Information of the Disclosing Party if it is required by law; provided, however, that the Receiving Party gives the
(a) Disclosing Party prior notice of the compelled access or disclosure, to the extent legally permitted, and
(b) reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the access or disclosure.
§ 11.4 Reimbursement of costs by the disclosing party. The Disclosing Party shall reimburse the Receiving Party for the reasonable costs incurred by the Receiving Party in
(a) compiling and providing access to Confidential Information if the Receiving Party is compelled by law to access or disclose the Disclosing Party's Confidential Information; and
(b) assisting the disclosing party in obtaining an injunction or confidential treatment of the Confidential Information.
§ 11.5 Further information. Please read the Data Request Policy to learn how to make workspace data disclosure requests and how we handle these requests at https://www.roomle.com/de/data-request-policy.
XII. THIS IS HOW WE GET PAID
§ 12.1 Service Fees.
(a) For Customers that subscribe to Rubens-Services under a paid plan, fees (the “License Fees”) are payable using a payment method specified in the Rubens Software License Agreement (Rubens-SaaS-Agreement) or in the Customer profile of admin.roomle.com (the Rubens Data Management Platform) under “Pricing & Billing”.
(b) Unless expressly agreed otherwise in the Rubens Software License Agreement, all Rubens License Fees are payable at the beginning of the respective period to which they apply. If we agree to invoice Customer by email, full payment must be received within 10 days from the invoice date.
(c) Value protection. It is expressly agreed that prices shall remain stable in value. The prices shall be indexed on the basis of the consumer price index 2020 (= 100). The index will be reviewed once per year - 1st October. Index fluctuations exceeding the 3% limit will be taken into account and are the basis for re-calculating our license prices on a yearly basis. New license prices communicated by Roomle will be applied at the time of contract renewal. The calculated prices shall be rounded up to a full euro amount in each case. If the Consumer Price Index 2020 is no longer published, the value shall be secured in accordance with the index replacing it.
(d) Payment obligations are non-cancelable and, except as expressly stated in the Contract, fees paid are non-refundable. For clarity, in the event Customer downgrades any Rubens subscriptions from a paid plan to a free plan, Customer will remain responsible for any unpaid fees under the paid plan. After the original Rubens subscription expires, the customer loses access to the features of the paid plan, even if you have not yet paid all the fees for it. Example: You have subscribed for a Rubens subscription for 1 year. After 6 months, you decide to downgrade to the free plan. You must continue to pay for the remaining 6 months of the annual subscription, even if you no longer use the paid plan.
§ 12.2 Taxes. Fees are stated exclusive of any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction (collectively, “Taxes”). Customer will be responsible for paying all Taxes associated with its purchases, except for those taxes based on our net income. Should any payment for the Rubens-Services be subject to withholding tax by any government, Customer will reimburse us for such withholding tax.
§ 12.3 Currency Exchange & Bank Transfer Fees. The Customer must pay for all currency exchange fees and bank transfer fees so that we receive the full invoiced amount in Euros.
§ 12.4 Receipt in Full. Receipt and/or banking of a payment by us that is less than the invoiced amount for any reason will not be deemed a waiver of the remainder unless and until such waiver is made or confirmed expressly in writing by us.
§ 12.5 Set-Off. We have the right to offset amounts owed to us by a customer against amounts owed by us to the customer. This right to offset exists “without prejudice to other rights”.
§ 12.6 Overdue Payments.
(a) Roomle has implemented a 3-step dunning process for overdue customer payments. If Customer fails to pay the overdue invoice in full by the end of the 3rd invoice reminder period, we reserve the right to suspend the Customer's and all Authorised Users' access to the Rubens Services through the Workspace until the Customer has paid the Fees that are due and payable. It's important to understand that this procedure differs from canceling our service. Regardless, the current license fees must be paid in all circumstances.
XIII. TERM AND TERMINATION
§ 13.1 Common Provisions.
(a) The Contract remains effective until all Rubens subscriptions ordered under the Contract have expired or been terminated, or the Contract itself terminates. Termination of the Contract will terminate all subscriptions in the Rubens Software License Agreement.
(b) If the Contract is terminated, at the end of the then-current billing period, if any, Customer’s account will be automatically closed.
§ 13.2 Termination of Contract for Cause.
(a) We or Customer may terminate the Contract on Notice to the other party if the other party materially breaches the Contract and such breach is not cured within 30 days after the non-breaching party provides notice of the breach.
(b) We may also terminate the Contract immediately on Notice to Customer if we reasonably believe that the Rubens-Services are being used by Customer or its Authorized Users in violation of applicable law. Customer is responsible for its Authorized Users, including for any breaches of this Contract caused by its Authorized Users.
(c) Any termination of the Contract pursuant to this § 13.2 shall have legal effect for all parties to the Contract.
§ 13.3 Rubens Subscriptions.
(a) Terms. Unless expressly agreed otherwise, Rubens subscriptions shall have an indefinite term.
(b) Auto-Renewal. Unless otherwise specified in the Rubens Software Licence Agreement,
i. all subscriptions for the Rubens-Services under a paid or free plan automatically renew, without the need to go through the Rubens- Services “Pricing & Billing” under admin.roomle.com, execute a renewal Rubens Software License Agreement, for additional periods equal to one year or the preceding term, whichever is shorter; and
ii. the per-unit pricing during any automatic renewal term will remain the same as it was during the immediately prior term unless a price increase is operated as described under § XII 1. Either party can notify the other by written notice of non-renewal 8 weeks prior to the end of a subscription term to stop a Rubens subscription (license) from automatically renewing.
§ 13.4 Termination of Rubens-Services subscriptions by Us. We may terminate Customer’s subscription to the Rubens-Services
(a) under a free plan at any time; and
(b) under a paid plan
i. at any time for good cause by Notice with immediate effect; and
ii. upon 8 weeks’ Notice, in each case subject to any termination restrictions set forth in the Contract.
§ 13.5 Termination of Rubens-Services subscriptions by Customer. Customer may terminate Customer’s subscription to the Rubens-Services
(a) under a free plan at any time; and
(b) under a paid plan
i. at any time for good cause by Notice with immediate effect; and
ii. upon 8 weeks’ Notice, in each case subject to any termination restrictions set forth in the Contract.
XIV. A FEW FINAL POINTS
§ 14.1 Publicity & reference naming. Customer grants us the right to use the customer's company name and logo for marketing or advertising purposes on our website and on other public or private platforms. The customer may revoke this grant of rights at any time by notifying us in writing.
§ 14.2 No Legal Services. Neither the provision of the Rubens Services nor the preparation of the Agreement and related instructions constitute legal advice or legal services.
§ 14.3 Arbitration.
(a) All disputes arising out of or in connection with the present contract shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules. The seat of the Arbitration shall be Vienna, Austria. The language to be used in the arbitral proceedings shall be German.
(b) Customer hereby authorizes us, if we are threatened with arbitration or are sued, to interplead all interested parties in such proceeding and to deposit any Workspace Data with the arbitrator(s).
§ 14.4 Applicable Law. The Customer Terms and Conditions, including § 14.1 and § 14.4, are subject to Austrian law to the exclusion of the provisions of international private law and its conflict of law rules and the UN Convention on Contracts for the International Sale of Goods.
§ 14.5 Assignment.
(a) Customer may not assign Customer’s Registration, in whole or in part, to any third parties nor transfer or sublicense Customer’s rights hereunder to any third party without our prior written consent.
(b) We may assign any of our duties and rights under the Contract, in whole or in part, including to a corporate affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of our assets. In addition, we may delegate any of our obligations under the Contract. However, the transfer does not release us from our responsibility for the fulfillment of the transferred duties.
§ 14.6 Messages.
(a) Account-related information (e.g. invoices, changes to passwords or payment methods and similar notifications) is only available in electronic form, e.g. as e-mails to the customer's e-mail address.
(b) All notices, requests, declarations or demands (to “Notify”, “Notice” or “Notification”) required or permitted hereunder shall be in writing and delivered to the addresses set forth on the legal imprint page of our Website or on Customer’s Account Page, respectively; provided that
i. Notice shall be considered delivered and effective upon actual receipt; and
ii. in the case of ourselves as the notifying party, the publication of a notification on our website, including but not limited to Customer’s Account Page, and any other form of notification Customer specified on Customer’s Account Page, shall be sufficient to carry out an effective Notice.
§ 14.7 Severability. Any provisions of the Contract shall be deemed severable, and the invalidity or unenforceability of any provision shall not affect the validity or enforceability or the other provisions thereof. If any provision of the Contract is invalid or unenforceable, a suitable and equitable provision shall be substituted therefor in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision; and the remainder of the Contract and the application of such provision to other persons or circumstances shall not be affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability affect the validity or enforceability of such provision, or the application thereof, in any other jurisdiction.
§ 14.8 Survival. Provisions herein which by their terms must survive the termination of the Contract in order to effectuate the intent of the Parties will survive any such termination, whether by expiration of the term, termination, or otherwise, for such period as may be appropriate under the circumstances.
§ 14.9 Headings. The section headings in the Contract do not form a part of them but are for convenience only and shall not limit or affect the meaning of the provisions.
XV. CONTACT INFORMATION
§ 15.1 The Services are provided by Roomle GmbH, Peter-Behrens-Platz 2, 4020 Linz, Austria.
§ 15.2 If you have any questions about the Services or the Contract, please contact us as described in more detail on our website.
USER TERMS OF SERVICE
I. THIS IS A CONTRACT BETWEEN YOU AND US
II. The Customer controls your Workspace
III. A few Ground Rules for you
IV. Limitation of Liability
V. How we Handle your Personal Data
VI. A few Final Points
VII. CONTACT Information
I. THIS IS A CONTRACT BETWEEN YOU AND US
§ 1.1 Our Services. These User Terms of Service (the “User Terms”) govern your access and use of our using our services (the “Services”) made available on www.roomle.com (the “Website”). Please read them carefully. Even though you are signing onto an existing workspace, these User Terms apply to you as a user of the Services. We are grateful you’re here.
§ 1.2 These User Terms are Legally Binding.
(a) These User Terms are a legally binding contract between you and us.
(b) As part of these User Terms, you agree to comply with the most recent version of our Acceptable Use Policy, which is incorporated by reference into these User Terms. If you access or use the Services, or continue accessing or using the Services after being notified of a change to the User Terms or the Acceptable Use Policy, you confirm that you have read, understand and agree to be bound by the User Terms and the Acceptable Use Policy.
(c) “We,” “our” and “us” refer to the person specified in Art. VII.
§ 1.3 Entire Agreement.
(a) The User Terms, including any terms incorporated by reference into the User Terms, constitute the entire agreement between you and us and supersede all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter.
(b) To the extent of any conflict or inconsistency between the provisions in these User Terms and any pages referenced in these User Terms, the terms of these User Terms will first prevail; provided, however, that if there is a conflict or inconsistency between the Contract and the User Terms, the terms of the Contract will first prevail, followed by the provisions in these User Terms, and then followed by the pages referenced in these User Terms (e.g., the Privacy Policy). Customer will be responsible for notifying Authorized Users of those conflicts or inconsistencies and until such time the terms set forth herein will be binding.
§ 1.4 Modifications.
(a) As our business evolves, we may change these User Terms or the Acceptable Use Policy. If we make a material change to the User Terms or the Acceptable Use Policy, we will provide you with reasonable Notice prior to the change taking effect.
(b) You can review the most current version of the User Terms at any time by visiting www.roomle.com and by visiting the following for the most current versions of the other pages that are referenced in these User Terms: [Acceptable Use Policy] and [Privacy Policy].
(c) Any material revisions to these User Terms will become effective on the date set forth in our Notice, and all other changes will become effective upon posting of the change. If you use the Services after the effective date of any changes, that use will constitute your acceptance of the revised terms and conditions.
II. The Customer controls your Workspace
§ 2.1 You are an Authorized User on a Workspace Controlled by a “Customer”. An organization or other third party that we refer to in these User Terms as “Customer” has invited you to a workspace i.e., a digital space where a user or a group of users may access the Services. If you are joining one of your employer’s workspaces, for example, Customer is your employer. If you are joining a workspace created by a client of the agency you are working for, that client is our Customer and the Client is authorizing you to join its workspace.
§ 2.2 What This Means for You—and for Us.
(a) Customer has separately agreed to our Customer Terms of Service or entered into a written agreement with us (in either case, the “Contract”) that permitted Customer to create and configure a workspace so that you and others could join (each invitee granted access to the Services, including you, is an “Authorized User”).
(b) The Contract contains our commitment to deliver the Services to Customer, who may then invite Authorized Users to join its workspace(s). When an Authorized User, including you, submits content or information to the Services, such as messages or files (“Customer Data”), you acknowledge and agree that the Customer Data is owned by Customer and the Contract provides Customer with many choices and control over that Customer Data. For example, Customer may provision or deprovision access to the Services, enable or disable third party integrations, manage permissions, retention and export settings, transfer or assign workspaces, and these choices and instructions may result in the access, use, disclosure, modification or deletion of certain or all Customer Data.
§ 2.3 The Relationship Between You, Customer and Us. AS BETWEEN US AND CUSTOMER, YOU AGREE THAT IT IS SOLELY CUSTOMER’S RESPONSIBILITY TO
(a) INFORM YOU AND ANY AUTHORIZED USERS OF ANY RELEVANT CUSTOMER POLICIES AND PRACTICES AND ANY SETTINGS THAT MAY IMPACT THE PROCESSING OF CUSTOMER DATA;
(b) OBTAIN ANY RIGHTS, PERMISSIONS OR CONSENTS FROM YOU AND ANY AUTHORIZED USERS THAT ARE NECESSARY FOR THE LAWFUL USE OF CUSTOMER DATA AND THE OPERATION OF THE SERVICES;
(c) ENSURE THAT THE TRANSFER AND PROCESSING OF CUSTOMER DATA UNDER THE CONTRACT IS LAWFUL; AND
(d) RESPOND TO AND RESOLVE ANY DISPUTE WITH YOU AND ANY AUTHORIZED USER RELATING TO OR BASED ON CUSTOMER DATA, THE SERVICES OR CUSTOMER’S FAILURE TO FULFILL THESE OBLIGATIONS.
WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, TO YOU RELATING TO THE SERVICES, WHICH ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS.
III. A few Ground Rules for you
§ 3.1 You Must be Over the Legal Age. To the extent prohibited by applicable law, the Services are not intended for and should not be used by anyone under the age of sixteen. You represent that you are over the legal age and are the intended recipient of Customer’s invitation to the Services. You may not access or use the Services for any purpose if either of the representations in the preceding sentence is not true. Without limiting the foregoing, you must be of legal working age.
§ 3.2 While You Are Here, You Must Follow the Rules. To help ensure a safe and productive work environment, all Authorized Users must comply with our Acceptable Use Policy and any applicable policies established by Customer. If you see inappropriate behavior or content, please report it to the Customer and us.
§ 3.3 You Are Here At the Pleasure of Customer (and Us). These User Terms remain effective until your access to the Services has been terminated by Customer or us. Please contact Customer if you at any time or for any reason wish to terminate your account, including due to a disagreement with any updates to these User Terms or the Acceptable Use Policy.
IV. Limitation of Liability
§ 4.1 If we believe that there is a violation of the Contract, User Terms, the Acceptable Use Policy, or any of our other policies that can simply be remedied by Customer’s removal of certain Customer Data or taking other action, we will, in most cases, ask Customer to take action rather than intervene. We may directly step in and take what we determine to be appropriate action, including disabling your account, if Customer does not take appropriate action or we believe there is a credible risk of harm to us, the Services, Authorized Users, or any third parties.
§ 4.2 IN NO EVENT WILL YOU OR WE HAVE ANY LIABILITY TO THE OTHER FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
§ 4.3 UNLESS YOU ARE ALSO A CUSTOMER (SUBJECT AT ALL TIMES TO OUR RIGHTS AND REMEDIES UNDER THE CONTRACT), YOU WILL HAVE NO FINANCIAL LIABILITY TO US FOR A BREACH OF THESE USER TERMS.
§ 4.4 OUR MAXIMUM AGGREGATE LIABILITY TO YOU FOR ANY BREACH OF THE USER TERMS IS ONE HUNDRED EUROS (€ 100) IN THE AGGREGATE. THE FOREGOING DISCLAIMERS WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW AND DO NOT LIMIT EITHER PARTY’S RIGHT TO SEEK AND OBTAIN EQUITABLE RELIEF.
§ 4.5 Application of Consumer Law. The Services constitute a tool intended for use by businesses and organizations and not for consumer purposes. To the maximum extent permitted by law, you hereby acknowledge and agree that consumer laws do not apply. If, however, do apply and cannot otherwise be lawfully excluded, nothing in these User Terms will restrict, exclude or modify any statutory warranties, guarantees, rights or remedies you have, and our liability is limited, at our option, to the replacement, repair or resupply of the Services or the pro-rata refund to Customer of pre-paid fees for your access to the Customer workspace in your role as Authorized User covering the remainder of any paid subscription term.
V. How we Handle your Personal Data
§ 5.1 Please review our Privacy Policy for more information on how we collect and use data relating to the use and performance of our products.
VI. A few Final Points
§ 6.1 Waiver. No failure or delay by either party in exercising any right under the User Terms, including the Acceptable Use Policy, will constitute a waiver of that right. No waiver under the User Terms will be effective unless made in writing and signed by an authorized representative of the party being deemed to have granted the waiver.
§ 6.2 No Legal Services. Neither the provision of the Services nor the furnishing of the User Terms and any instructions related thereto constitute legal advice or legal services.
§ 6.3 Governing Law; Venue; Fees.
(a) The User Terms, including the Acceptable Use Policy, and any disputes arising out of or related hereto, will be governed exclusively by the same applicable governing law of the Contract, without regard to conflicts of laws rules or the United Nations Convention on the International Sale of Goods. The courts located in the applicable venue of the Contract will have exclusive jurisdiction to adjudicate any dispute arising out of or relating to the User Terms, including the Acceptable Use Policy, or its formation, interpretation or enforcement.
(b) Each party hereby consents and submits to the exclusive jurisdiction of such courts. In any action or proceeding to enforce rights under the User Terms, the prevailing party will be entitled to recover its reasonable costs and attorney’s fees.
§ 6.4 Assignment.
(a) You may not assign any of your rights or delegate your obligations under these User Terms, including the Acceptable Use Policy, whether by operation of law or otherwise, without the prior written consent of us (not to be unreasonably withheld).
(b) We may assign any of our duties and rights under the User Terms, in whole or in part, including all terms and conditions incorporated herein by reference, without your consent, including to a corporate affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of our assets. In addition, we may delegate any of our obligations under the User Terms.
§ 6.5 Severability. Any provisions of the User Terms shall be deemed severable, and the invalidity or unenforceability of any provision shall not affect the validity or enforceability or the other provisions thereof. If any provision of the User Terms is invalid or unenforceable, a suitable and equitable provision shall be substituted therefor in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision; and the remainder of the User Terms and the application of such provision to other persons or circumstances shall not be affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability affect the validity or enforceability of such provision, or the application thereof, in any other jurisdiction.
§ 6.6 Survival. Provisions herein which by their terms must survive the termination of the User Terms in order to effectuate the intent of the Parties will survive any such termination, whether by expiration of the term, termination, or otherwise, for such period as may be appropriate under the circumstances.
§ 6.7 Headings. The section headings in the User Terms do not form a part of them but are for convenience only and shall not limit or affect the meaning of the provisions.
VII. CONTACT Information
§ 7.1 The Services are provided by Roomle GmbH, Peter-Behrens-Platz 2, 4020 Linz, Austria.
§ 7.2 If you have any questions about the Services or the User Terms, please contact us as described in more detail on our Website.