Definitions:

Service access: The client has service access, when they are able to make use of the service. Granting access to our services can be free of charge or liable to costs.

Term of policy: Unless otherwise agreed, the term of this policy equals the billing period of our usage based service. The contract and term of policy will automatically extent to the next billig cycle unless termiated explicitly. 

Billing period: Upon expiry of the billing period, all consumed usage based services will be charged. Non usage based services or products can have a period distinct from usage based services. Billing period and term of policy of these services or products will be defined on the product information page or quote.

Subject

These terms and conditions are subject to services provided by XRNAUT, Inhaber: Marcus Blümel, Siegburger Str. 250, 51105 Köln (hereafter referred to as service provider) to customers which are not consumers.

These terms and conditions as well as any regulations laid down by an individual contract apply exclusively. Contradictory or deviating terms and conditions of the customer do not apply, even if the service provider grants access to it’s service despite being aware of contradictory or deviating terms and conditions.

Conclusion of contract and quotes

Submitted web forms represent a legally binding order. A contract is concluded upon the service provider’s acceptance of the order, at the latest upon provisioning of the services or products ordered.

All quotes are subject to change, unless they have been designated or confirmed as binding by the service provider. Performance dates communicated are only binding if they have been designated or confirmed as binding by the service provider.

Services

Contractual service details result either from the service provider's product order page at the time of contract conclusion or from (or supplementary to) separate written agreements between the provider and the customer. 

The service provider is entitled to change or discontinue free services, also in parts, at any time. This includes any service access that is free of charge.The provider will take into account the legitimate interests of the customer and inform the customer - as far as technically possible and reasonable - within a reasonable period of time. 

As customer and service provider share the common interest in maximum availability of services, there is no explicit guarantee of availability over time, unless otherwise contractually agreed. Furthermore, there is no warranty for an uninterrupted or trouble-free use of the service or that the service meets the requirements of the customer.

The customer acknowledges that the offered services are in an early development stage. In order to support further development, customers declares that:

  • they will install software updates provided by the supplier in a timely manner
  • they will not store any sensitive, valuable or important data in the provider's system
  • they will inform the service provider of any important technical problems in a timely manner
  • they accept the service provider not granting performance or availability guarantees
Rights of use and indemnity

For the term of the contract, the service provider grants the customer the non-exclusive (simple), non-transferable, non-sublicensable, geographically unrestricted right to use the services that are subject of the contract. This also applies to new versions, updates or upgrades of the services during the term of contract. However, the service provider shall not be obligated to provide new versions, upgrades or updates unless this is absolutely necessary to remedy defects. Beyond the purposes of the contract, the contractual services must not be used, reproduced, downloaded or made available to third parties.

The customer is obligated to indemnify the service provider and his vicarious agents against all liabilities and claims of third parties that are based on an illegal use of services provided, are made with his approval or that result from data protection law, copyright law or other legal disputes that are connected with the use of the services. If the customer recognizes or must recognize that such a violation is imminent, they are obliged to inform the service provider immediately.

License Regulations

Some services can be used with different licenses. When customer can configure the service in a way that different license conditions apply, they are responsible to associate the correct use case with the license to prevent license abuse. The service provider is allowed to collect and analize customer specific data to allow license abuse detection and preservation of evidence. 

Commercial use license

The license for commercial use includes the use for education and training of recreational vessel crew and water sports enthusiasts. Explicitly excluded is any form of nautical education or qualification of multipliers and other professional personnel such as simulator or yacht instructors (instructor education). Commerial instuctor education requires written permission by the service provider.

Internal use license

The license for internal use only includes qualification measures of the license holder’s  institution's own training personnel. Internal use license is limited to teaching the simulator software, any nautical education is explicitly excluded from this license. This means that nautical education of personnel or club members must be performed under commercial license conditions. The service provider can withdraw the license for internal use on suspicion of misuse.

Cusomer Obligations

The customer is obliged to protect any service access data (user name, password, simulator id) from access by unauthorized third parties. Any initial passwords must be changed to new strong passwords, after first use. In case credentials have become known to unauthorized parties, the customer must take corresponding actions (password changes) and inform the service provider immediately.

The customer is obligated to reasonably consider the possibility of a loss of service or service restrictions.

The customer is responsible for controlling physical and digital access to the simulator system. In particular they are obliged to prevent unauthorized persons accessing the system. Use by unauthorized third parties does not release the customer from the obligation to pay for the consumed services.

The customer is obliged to use all means available to regularly monitor current usage fees. Furthermore, he shall inform the provider immediately if there are indications of disruptions or incomprehensible billing. The provider shall provide the customer with the appropriate means of control. 

The customer is obligated to use the contractual services in accordance with the relevant legal requirements in the area of distribution. In doing so, they shall in particular observe the relevant copyrights, trademark rights, patent rights and other industrial property rights and personal rights of third parties and may not use and/or make publicly accessible any files or information with illegal content or representations.

The customer is prohibited from using the provider's services to carry out attacks on third parties or the provider, such as the mass sending of electronic messages ("spam"), hacking attempts, brute force attacks, use or sending of spy software, viruses and worms.

The service provider is entitled to delete illegal content at any time, even without prior notice, or - if necessary - to block the customer's access to the affected content or contractual services until the violation has been remedied. In the event of a serious violation of the customer's obligations, the service provider is entitled to terminate the contractual relationship for good cause and without prior notice and when the customer is responsible for this violation, they are liable for any resulting damage.

Liability

To the extent permitted by applicable law, in no event is one party liable to the other for any indirect, consequential, or other incidental damages arising out of the contract, or for any loss of profit, loss of anticipated savings, business opportunity, goodwill, or loss of revenue, or for any cost of procurement of substitute goods or services, even if the other party has been advised of the possibility of such damages.

Unpaid services
For services that are free of charge, the service provider's liability is limited to intent, malice and to gross negligence or the absence of a guaranteed characteristic. Any further liability is excluded. Liability for culpable injury to life, limb or health remains unaffected by this, as is liability under the Product Liability Act.

Paid Services 
For paid services the service provider is liable in accordance with the statutory provisions if the customer asserts claims for damages based on intent or gross negligence or the absence of a guaranteed characteristic, including intent or gross negligence on the part of the provider's representatives or vicarious agents.

In the event of a slightly negligent breach of a major contractual obligation, which is required for the proper execution of the contract, which breach  jeopardizes the contract’s achievement and to which compliance the customer can regularly rely on, the provider's liability for damages is limited to compensation for the foreseeable, typically occurring damage. In addition, the customer agrees to keep the damage caused by the missing or defective service as low as possible. Any further liability is excluded. Liability for culpable injury to life, limb or health remains unaffected by this, as is liability under the Product Liability Act.

Loss of Data 

As far as the access to data is free of charge, the provider is not liable for the loss of customer data. Rather, the customer must assume that all data entered is only temporarily available.

If access to customer data is subject to charge, the service provider is liable for slight negligence only under the conditions and to the extent of the above clauses and to the extent that the damage would have occurred even if the customer had properly backed up the data (on its local systems) on a regular basis at least daily, commensurate with the importance of the data.

Data protection

The provider collects, processes and uses personal data exclusively in accordance with the provisions of German data protection law. The data protection declaration in its current version can be found on the provider's web page.

The customer is responsible  to comply with their local valid data protection regulations when using the provided services. In case the customer collects, processes or uses personal data within the scope of the services and no legal permission applies, the customer shall obtain the necessary consent of the person concerned.

Warranty

In the case of free service provision, the service provider is not obligated to remedy defects.

If the customer can assert claims for defects against the service provider within the scope of a paid provision of services, the removal of defects can be carried out by providing an application update or upgrade or by providing an error circumventing procedure.

Liability for defects are excluded if the customer or any other third party makes any unauthorized changes to the service, interferes with it in any other way, or if the customer or a third party has used the service in a manner that deviates from the contractual provisions or the documentation.

The service provider is not liable to any mechanical damage that results from inadequate forces applied during system use.

Terms of payment and due dates

Unless otherwise agreed, details of the payment provisions result from the customers quote or the product order page at the time of conclusion of the contract. The amount of the usage fees is bound to the respective billing term. Unless otherwise agreed, usage fees are invoiced at the end of the billing period. In the case of high usage fees or long billing periods, the service provider may, in consultation with the customer, settle partial payments before the end of the billing period. An increase in usage fees within a billing period is only possible with the customer's consent. If customers are informed in advance of future fee changes and continue to use the service after the changes come into effect, consent is deemed to have been implicitly granted. 

All prices are net prices. The service provider is entitled to issue invoices electronically. Invoicing of the prices payable for the use of the services is generally carried out via the provider's payment provider (e.g. Stripe). 

Invoices issued by the service provider are due immediately and payable without deduction. Payment is only deemed to have been made when the provider can dispose of the payment amount. The customer is in default on payment if they did not make a payment within seven days after the due date of an invoice or comparable payment statement. In the event of default, the provider is entitled to charge reminder fees and interest on arrears at the statutory rate. The assertion of further claims remains unaffected.

In the event of late payment, the service provider is entitled to immediately prevent the customer's access to the services. The service provider's right to terminate the contractual relationship for good cause and without notice remains unaffected.

The customer is only entitled to offset if the counterclaims have been legally established, recognized by the service provider or are undisputed. The customer is only entitled to exercise a right of retention if his counterclaim is based on the same contractual relationship.

Contract term

The respective contract term can be found on the quote or the product information pages or in separate contractual provisions. Both parties may terminate the contract at any time. 

The termination can be made either by the tools or means of communication offered on the service providers websites or by email.

Access to the service ends upon receipt and  processing of the termination. The time of termination is the time at which access to the service was discontinued by the service provider. All usage fees incurred up to the time of termination will still be charged at the end of the respective billing period. 

Das Recht zur außerordentlichen fristlosen Kündigung aus wichtigem Grund, bleibt unberührt. Ein wichtiger Grund liegt vor, wenn Tatsachen gegeben sind, auf Grund derer dem Kündigenden unter Berücksichtigung aller Umstände des Einzelfalles und unter Abwägung der Interessen der Vertragsteile die Fortsetzung des Vertrags nicht mehr zugemutet werden kann.

The right to extraordinary termination without notice for good cause remains unaffected. Taking into account all circumstances of the individual case and weighing the interests of the both contracting parties a good cause is given when the terminating party can no longer be expected to continue the contract.

If customers make use of the option to delete their account completely, all customer data will also be deleted. The customer is responsible for backing up their data before requesting account deletion.

Changes to the terms

Changes to the terms and conditions can be made for good cause, these include in particular: Changes in law, changes in jurisdiction, prevention of abuse, expansion or change of the offer or change in economic circumstances.

All changes will be made with a reasonable period of notice. Changes only become effective if the customer does not object to the change within one month after receipt of a written change notification and the provider has informed the customer of the right to object and the deadline in the change notification.
Excluded are such changes that relate to an obligation of the service provider or the customer, the fulfillment of which makes the proper execution of the contract possible in the first place and on the fulfillment of which the other party regularly relies or may rely ("material contractual obligation").

Other regulations

The service provider is entitled to provide the services through third parties as subcontractors. The supplier is liable for the performance of subcontractors as for his own actions.

Information on the product order page, in brochures and other documents are for descriptive purposes only and do not constitute a guarantee, in particular no guarantee of quality. Guarantees require an explicit and written confirmation of the supplier.

The contractual relationship between the service provider and the customer is governed by German law, excluding the UN Convention on Contracts for the International Sale of Goods.

If the customer is a merchant, a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction, including international jurisdiction, for all disputes arising directly or indirectly from the contractual relationship is  Cologne, Germany. The same applies if the customer does not have a general place of jurisdiction in Germany or if the customer's place of residence or habitual abode is unknown at the time the action is brought. In deviation from this, the service provider is entitled to take legal action against the customer at his general place of jurisdiction.

Should individual provisions of the contract with the customer, including these GTC, be or become invalid in whole or in part, this does not affect the validity of the remaining provisions. In this case, the statutory provisions shall apply.

The provider is entitled to use the company name and the company logo of the customer for PR and marketing purposes. The customer may object to this use at any time.