Terms and Conditions
The Client hereby orders from FELD M GmbH, Sandstraße 33, 80335 Munich, Germany ("FELD M"), the online service "Datacroft Component Manager“ (hereinafter referred to as the "Service" or "Online Service“) pursuant to the attached "General Terms and Conditions of Business of FELD M GmbH for Online Services“ ("AGB-OD").
The Online Service includes the functionalities described below in the "Component Manager Service Specifications".
See "Component Manager Service Specifications".
FELD M will provide the service on the basis of the "Component Manager Service Levels".
One-off setup fee and licence fees are waived for the free trial version of the Component Manager. At no point shall the free trial version automatically be converted into a paid contract.
The standard system requirements for "Software as a Service" (SaaS) products (network connection, browser) shall apply.
The contract commences on the date when the customer has completed the setup of the service, using the "Setup" function or after getting the tool set up by Datacroft.
The agreement has an indefinite term and may be freely terminated by either Party without any notice period.
The Exhibits are integral components of this contract:
- "General Terms and Conditions of Business of FELD M GmbH for Online Services"
- "Component Manager Service Specifications"
- "Component Manager Service Levels"
These General Terms and Conditions of Business govern the legal relationship between FELD M GmbH, Sandstraße 33, 80335 Munich ("FELD M") and its clients ("Client") in connection with the provision of software for use via the internet (Online Services). In addition, the relevant Service Certificate applies to the provision of individual Online Services. FELD M does not provide its services to consumers, but only for the Client's commercial or freelance professional activity.
No deviating regulations. The validity of any deviating provisions or provisions going beyond those set out here is excluded. This applies, in particular, to the Client's general terms and conditions of business, including if FELD M accepts an order from the Client, in which the Client has referred to its own general terms and conditions of business or to which the same are attached, and if FELD M has not objected to their validity.
The contract is concluded by the Client and FELD M signing a Service Certificate or completing the "Setup" function in the Component Manager.
The provisions of Section 312g (1) no.1, 2 and 3 as well as of Section 312g (1) sentence 2 of the German Civil Code (BGB), stipulating specific obligations of the trader, are excluded.
FELD M provides the software product ("Software") designated and described in the Service Certificate to the Client for use via the internet ("Service" or "Online Service“).
The Software is operated and provided through a Frontend and a Backend. The Frontend is based on Google Sheets which is part of the Google Workspace services. The Frontend communicates with a backend, latter is operated on the Google Cloud Platform. The backend forms the interface and middleware between the Frontend and the Adobe Analytics account of the Client. The Google Cloud Platform accounts used are held by FELD M or its subcontractor dim28 GmbH, Switzerland. The Google Workspace account (for Google Sheets) holder can be determined by the Client and can be the client's own Google Workspace account, Feld M's or dim28's. If the Client chooses to use its own Google Workspace account, the company policies for Google Sheets must allow sharing edit rights to non-company users and running AppsScript from third parties.
For the term of this contract, the Client is granted the non-transferable right to access the "Frontend" via a browser and internet connection and use it exclusively for its own business purposes in connection with its commercial or independent professional activity. The right of use is indicated in the Service Certificate. The Client is not entitled to grant use of the software or to provide the Service to third parties.
FELD M will provide the Service to the Client in accordance with the Service Levels Specifications.
Unless otherwise specified in the Service Certificate, FELD M provides the Frontend (Google Sheet) for the client, set up the backend logic and import the initial components data into the sheet. The client can copy a "starter sheet" and then go through the setup process as described in the documentation at docs.datacroft.de. The setup requires the client to provide Adobe Analytics API 2.0 JWT credentials for an Adobe Analytics admin user. FELD M will use the API 2.0 JWT token to read and manage solely component and Adobe Analytics account usage log information from the Client’s Adobe Analytics account. FELD M will not access the Client’s report data stored in Adobe Analytics, in particular no information about end-user’s (website visitor’s) individual access to the Client’s websites. FELD M is not required to modify the Service, in particular not to re-program it according to the Client's wishes. Such services are to be agreed upon and paid for separately.
FELD M will provide support only if agreed upon in the Service Certificate. Unless otherwise agreed there, the following shall apply: Support by FELD M does not include: general know-how transfer, training, configuration and implementation or customer-specific documentation or software adaptation. FELD M's support services are provided on working days from Monday to Friday between 9 a.m. and 5 p.m. Excluded are German national holidays at the seat of FELD M as well as 24 and 31 December of each year. Support is provided by email. The time to the first response to email inquiries is 24 hours. Inquiries that are received outside the support hours are deemed to be received on the next working day. Statutory defect liability claims remain unaffected.
Unless otherwise agreed, FELD M only owes the provision of user documentation in the form of online help (docs.datacroft.de). Any further documentation, training or instruction services are to be agreed upon and paid for separately.
The Client knows that the Software is standard software, which is provided as an Online Service, and that a multitude of clients access a central system. The economies of scale resulting from such a multi-tenancy model can only be exploited if it is a uniform software product that can be developed further. For this reason, the parties agree upon the following: FELD M may modify the Service (including the system requirements) for an important reason. Such a reason is given, in particular, if the modification is required due to (i) necessary adaptations to a new legal situation or jurisprudence, (ii) changed technical framework conditions (new browser versions or technical standards), or (iii) the protection of system security. In addition, FELD M may reasonably modify the Service as part of further development of the Software (e.g. deactivation of obsolete functions that are largely replaced by new ones).
FELD M is entitled to use subcontractors to render the Services. In particular, FELD M may use the services of dim28 GmbH, Grubenackerstrasse 73, 8052 Zürich/Switzerland and Software and cloud services (in particular Google Workspace and Google Cloud Platform) of Google. The respective Google entity acting as subcontractors can be determined by the following overview: https://cloud.google.com/terms/google-entity.
The client is obliged to provide Adobe Analytics API 2.0 JWT credentials for their Adobe Analytics account for a service account user with Admin rights.
The client must be allowed to use GoogleSheets at its organization.
The Client can add her own content (e.g. additional columns or tabs) to the Component Manager. However, the client is aware that major changes to the structure of the sheet (e.g. changing the position of headlines, status message cells or inserting rows in the config sheet) can lead to the functionality breaking.
FELD M does not provide or guarantee any backups.
The Client shall use the Service only within the limits of the contractual and statutory provisions and shall not violate any third-party rights during use. When using the Service, the Client shall observe, including but not limited to, the regulations regarding data protection, competition laws and copyright laws and shall not enter any harmful or illegal data or misuse the Service in any other manner.
The hardware and software requirements to be met by the Client correspond to Google's requirements for using GoogleSheets (see https://support.google.com/docs/answer/2375082). Any organisational requirements and the Client's duties to collaborate are regulated in the Service Certificate.
"Confidential information" means all documents, information and data designated as "confidential" by the disclosing party in writing or verbally, which are made available or disclosed to the parties as part of their collaboration as well as any information which is to be regarded as confidential by nature. In particular, the terms and conditions of this contract constitute confidential information.
The aforementioned obligations shall not apply (without a right or a licence being granted) insofar as a contracting party that has received confidential information can demonstrate that such confidential information was lawfully
a) in the public domain at the time of disclosure or has become public thereafter, or disclosed by another person to the receiving party, or
b) already in the possession of or known to the receiving party at the time of disclosure, or developed by the receiving party independently of confidential information, or
c) to be disclosed in accordance with statutory or administrative regulations or due to an enforceable legal decision, provided that the disclosing party is notified immediately of this requirement and the scope of disclosure is restricted as far as possible.
Lawyers, auditors and the financial authorities as well as other individuals obliged to secrecy by law are not third parties within this sense. In addition, vis-à-vis FELD M, subcontractors of FELD M (e.g. hosters) are not regarded as third parties.
FELD M will provide the Service free from defects of quality and title and maintain it in a condition suitable for contractual use during the contractual term. As regards the contractually agreed quality of the Service, only the Specifications shall be decisive, but not any statements on the website, verbal or written statements of FELD M prior to the conclusion of the contract or any information included in marketing materials of FELD M. The duty to maintain the Service does not include adaptation to changed conditions of use and technical and functional developments, such as changes in the IT environment, in particular, changed hardware or operating systems, adaptation to the functionality of competing products or ensuring compatibility to new data formats.
The Client shall notify FELD M immediately of any defects in the Service and explain the detailed circumstances. FELD M will remedy the defect within a reasonable period. FELD M is entitled to inform the Client of preliminary trouble-shooting possibilities and to remedy the defect subsequently by modifying the Service, if tolerable by the Client.
Since FELD M provides the services free of charge, the provisions regarding the loan shall apply, i.e. in particular, FELD M’s liability for defects is limited to fraudulent intent according to § 600 BGB, liability according to § 599 of the German Civil Code (“BGB”) is limited to intent and gross negligence and the shortened limitation period of six months according to § 606 BGB shall apply.
If third parties (including public institutions) hold FELD M liable for claims or legal violations that are based on the allegation that the Client has violated its contractual duties, in particular, has used the Service in an anti-competitive or otherwise unlawful manner, the following shall apply: The Client shall indemnify FELD M immediately from and against these claims, offer reasonable support to FELD M for legal defence and indemnify FELD M against the costs of legal defence.
A prerequisite for the duty of indemnification pursuant to No. 6.1. is that FELD M notifies the Client immediately in writing of any claims made, does not submit any acknowledgements or similar declarations and allows the Client - insofar as possible - to conduct all judicial or extrajudicial negotiations regarding such claims at the Client's cost.
Due to the provision of the services free of charge, FELD M’s liability is limited to intent and gross negligence for damages caused within the scope of a provision of services free of charge (see clause 5.3).
The limitations of liability set forth in 7.1 shall also apply to any claims against the employees and contractors of FELD M.
The agreement has an indefinite term and may be freely terminated by either Party without any notice period.
There is no auto-renewal or automatic switch to a paid model after a certain time.
Feld M may offer a certain period during which the full functionality can be tested (e.g. "full functionality for n days"), after which only a reduced functionality will be possible.
Notice of termination must be given in writing or by email.
At the end of the contractual term, the Client can no longer access its data. The Client is responsible for exporting its data before the end of the contractual term and saving it internally for further use. At the end of the contract, FELD M will delete the data, insofar as FELD M is not obliged by law to retain it. If deletion is only possible with a disproportionately high effort (e.g. in backups), FELD M is entitled to block the data.
The Service Certificate is an integral part of the contract. In the event of disputes between these General Terms and Conditions of Business and the Service Certificate, the conditions of the Service Certificate shall prevail.
Any changes to this contract must be made in writing. This shall also apply to a waiver of the written form requirement.
This contract is governed exclusively by German law, the UN Sales Convention being excluded.
If the Client is a merchant, legal person under public law or special separate assets of the Federal Government, the exclusive place of jurisdiction is the seat of FELD M. FELD M remains entitled to sue the Client at the Client's seat.
If individual provisions of this contract are or become invalid, the validity of the remaining provisions shall not be affected. The invalid provision is deemed to be replaced by a provision that comes closest to the original purpose intended by the parties in economic terms. This shall also apply to a regulatory loophole in the contract.
The Component Manager gives the Client better control over her Adobe Analytics components in a GoogleSheet. "Components" refer to Segments, Metrics ("Success Events" and built-in Metrics like "Visits"), Calculated Metrics, Dimensions (eVars, props, Classifications and built-in dimensions like "Site Section"), Date Ranges, Workspaces and Virtual Report Suites. With the Component Manager, the Client can see, search through and filter all components for her Adobe Analytics account comfortably in one GoogleSheet.
With the free trial version of the service, the Client can use a limited functionality. The features that are available in this limited functionality can change over time. The current feature scope of the free version is listed on docs.datacroft.de.
In addition to the Exhibit "Service Levels", the following features apply to the provision of the services:
- The Component Manager is subject to GoogleSheets limitations, e.g. the maximum cells limit.
- Other limits may apply where necessary to avoid excessive usage (e.g. maximum runtime of an individual function) and performance.
Support requests can be raised at component-manager[at]datacroft.de. Nevertheless, the Client has no right to any kind of support during the free trial usage of the Service.
During the free trial contract, availability is not guaranteed. FELD M will however use reasonable commercial efforts so that the Service is provided with a target availability of >95% over a calendar month during operating time. This excludes unavailability caused by downtimes or bugs at Adobe, Google Workspace or the Google Cloud Platform. The operating time is 24 hours a day (24/7). Operating time does not include announced maintenance windows of up to eight hours per calendar month. Availability refers to the availability of the Component Manager-related functionality in the GoogleSheets.
When calculating actually achieved availability ("achieved availability") of the service, failures due to force majeure (e.g. strikes, unrest, natural disasters, epidemics) are not taken into account. In addition, blockings of the Service by FELD M, which it deems to be necessary for security reasons, are not taken into account, provided that FELD M has taken reasonable precautions to secure its own service (e.g. denial of service attack, serious security gap in third-party software without an available patch).
If the target availability is not achieved, Client’s sole remedy shall be to terminate the agreement. Any other claims, in particular damage claims or other compensation claims shall be excluded, except in case of intent or gross negligence of FELD M.