Terms and conditions

§ 1 Subject matter of the contract

1.1 These General Terms and Conditions and Terms of Use of Quicko (referred to below as GTC), with its registered office in Halle, govern the provision of software solutions. The subject matter of these General Terms and Conditions (referred to below as "GTC") is the use of the software-as-a-service application. Use of the software solution supports associations in particular with administration and/or financial accounting and increases the efficiency of processes. Under the Quicko brand, association-management software programmes are currently distributed in modules. If further software modules are added, these GTC also apply to the new modules.

1.2 Quicko grants the association the non-exclusive right to use the software on the basis of the known service description in accordance with the provisions of this contract. Quicko provides the association with the software for the period stated in § 4 exclusively for contractual use. For third-party software components that are contained in or linked with Quicko software, the respective licence terms of the third party apply.

1.3 Quicko provides the association with appropriate documentation for the software as digital online help.

1.4 The contract between Quicko and the association is concluded online on the Quicko website or through direct sales. For this purpose, the association must complete authentication and properly pass through the login and registration procedure. Access credentials are then assigned. The online presentation of Quicko does not constitute a legally binding offer, but only a non-binding invitation to the customer to submit an offer.

1.5 After expiry of the contract term, the right to use the software ends. Quicko hereby points out to the association that data must be backed up in good time (data export) before the contract expires. If the contract term expires, Quicko is entitled to block the association's data immediately and, after a grace period of 30 days and without further notice, to delete the association's data.

1.6 Quicko reserves the right to define and market central advertising spaces within the software solutions that are the subject of the contract. It is ensured that the association's use of the functions of the software it has obtained is not impaired in any way. Quicko will mark the advertising spaces reserved for central marketing and the areas reserved for decentralised marketing by the associations accordingly.

1.7 Unless expressly agreed in text form, deviating, supplementary or conflicting terms and conditions of the customer do not apply.

§ 2 Duties and obligations of the association

2.1 The association undertakes to use the software in accordance with the contract and to pay the agreed licence amounts on time.

2.2 Viewing period/test phase: If a viewing period/test phase is stated in the order offer (for example "Test now for 4 weeks. Free of charge!"), the association has an offer-dependent viewing period/test phase when obtaining the product for the first time. The viewing period/test phase begins when the access data is received. During the viewing period/test phase, the association may test the ordered products extensively.

2.3 Via the online association account, the registered association can manage many matters relating to its products online itself, for example changes of address, checking the account balance, downloading invoices, etc. Use of the online association account requires a valid contract. A contract with a legal entity may only be concluded by authorised natural persons who must be named.

The association's access to the online association account and/or to the software that is the subject of the contract is password-protected via the internet. The association is obliged to keep its access data and password confidential and to protect them from misuse by third parties. In this context, we point out that our employees are not authorised to ask for passwords by telephone or in writing. When choosing a password, the generally known rules should be observed (length and complexity of the password); password changes are only possible online within the association account. The association must keep the corresponding access credentials protected from access by unauthorised third parties.

The association must inform us immediately if access data or the password is lost or if misuse of this data is suspected. In addition, we are entitled to block access to the customer account or online products in the event of misuse. The association is liable for misuse for which it is responsible.

2.4 The association is also obliged in particular

2.4.1 not to offer information services with unlawful or immoral content, in particular not to transmit information that, within the meaning of Sections 130, 130a and 131 of the German Criminal Code, incites racial hatred, glorifies or trivialises violence, is sexually offensive, is pornographic within the meaning of Section 184 of the German Criminal Code, glorifies war, is suitable for seriously endangering children or young people morally or impairing their welfare, insults third parties or could damage the reputation of Quicko, and not to refer to offers with such content,

2.4.2 to indemnify Quicko against third-party claims arising from name, trademark, copyright or other intellectual-property disputes connected with the claiming, use or registration of the association's own domain-name page,

2.4.3 not to misuse the possible exchange of electronic messages for the impermissible sending of emails to third parties (so-called spamming),

2.4.4 to identify content placed on its website as its own content, stating its full name and address. Any statutory identification obligation remains unaffected. The association indemnifies Quicko against all claims based on a breach of the aforementioned obligations. Quicko is not obliged to check the association's internet presence for possible legal violations.

2.5 The association assures that the information it provides is correct and complete. It undertakes to inform Quicko immediately of contract-relevant changes to the data provided.

2.6 Quicko does not participate in communication between associations and their members. In particular, where associations and association members conduct legal transactions with each other, Quicko is not involved and does not become a contracting party. Responsibility arising from and in connection with such legal transactions (in particular regarding any breaches of duty) lies solely with the associations and association members involved.

2.7 The association has the necessary IT infrastructure, system environment and telecommunication facilities for access. The customer is responsible for its own hardware and software components and for its internet access. The association must bear disadvantages and additional costs arising from breaches of its duties to cooperate. In order to use the software, it may be necessary from time to time for the association to install a current browser version.

2.8 Costs incurred by the association itself, in particular through data transfer by the respective network operator, must be borne independently by the customer for both paid and free services.

§ 3 Transfer / rental

3.1 The association is entitled to pass on use of the software within its association. The association will inform the persons who receive the access data in an appropriate manner that access data must be treated so that unauthorised third parties do not gain knowledge of it.

3.2 The association is not entitled to rent or lease the software or otherwise make it available to third parties for use against payment.

3.3 Rental, provision or use by or for third parties, timesharing, outsourcing or data-centre use, or any other paid or free use of the software by or for third parties is not permitted without Quicko's prior written consent. The retrieved content may be used exclusively for the customer's own needs.

3.4 Unless permitted by the intended use of the software according to the current service description or by mandatory law, the customer may not copy, translate, disassemble, decompile, reverse engineer or otherwise modify or edit the software in whole or in part, or create derivative works from it.

§ 4 Start, term and termination of the contract

4.1 The contract enters into force at the time a licence is activated in accordance with § 1.4.

4.2 The assignment of access credentials to the software solutions requires that the association has accepted the General Terms and Conditions and Terms of Use.

4.3 A separate licence agreement with its own term is concluded for each software module. There is no minimum contract term for the software modules. The terms are adjusted individually.

4.4 Each party has the right to terminate for good cause without notice. Good causes for Quicko include in particular

4.4.1 if the association breaches a contractual obligation, in particular an obligation under § 2 of these GTC,

4.4.2 if insolvency proceedings over the assets of the association are applied for or opened,

4.4.3 if the association is more than three months in default with payment of the remuneration after it has become due.

4.5 Quicko may terminate this contract ordinarily if, after receiving notice of a change to the GTC, the association objects to it within four weeks.

4.6 Notices of termination must be made in writing.

§ 5 Remuneration, payment terms

5.1 The monthly remuneration for the software and, where applicable, additional modules used is determined according to the price list current at the start of the contract plus the statutory VAT applicable at the time, and is payable after invoicing. Remuneration is collected by direct debit where possible. An invoice is transmitted electronically, for example by email. The association agrees to receive invoices electronically.

5.2 Objections to the amount of usage-dependent charges must be raised in writing to Quicko immediately after receipt of the invoice and must be received by Quicko within six weeks from the invoice date. Failure to object in time is deemed approval; statutory claims of the association in the event of objections after expiry of the period remain unaffected.

5.3 The association undertakes to grant Quicko a direct debit authorisation for all payments under this contract and any resulting changes to the contract, for collection of the due contributions within the framework of a direct debit.

5.4 If returned direct debits occur within the direct-debit procedure, Quicko charges a flat processing fee of EUR 9.60 per direct debit plus the bank fees incurred by Quicko.

5.5 In the event of default in payment, Quicko is entitled to charge the association default interest at the statutory rate.

5.7 If the association remains in default despite two reminders, Quicko is entitled to discontinue the services and/or immediately block the association's access to the software. The association remains obliged to pay the agreed fee during the period of blocking.

§ 6 Price increase

Quicko has the right at any time to increase the remuneration for use of the software. A price increase only ever comes into force when existing licence agreements and contract terms are extended. Quicko will announce a price increase at least three months before it comes into force. The association may object to the announced price increase within four weeks of receiving the announcement. Quicko already points out that in this case it has the option to terminate the contract ordinarily.

§ 7 Changes to the GTC

Quicko will notify the association of changes to these GTC in writing or by email. The association's consent to changes to contractual terms is deemed to have been granted if the association does not object to the change by letter or email within six weeks after receiving the notice of change. If the association objects, Quicko may terminate the respective contract ordinarily at the next possible date.

§ 8 Warranty / updates

8.1 Quicko points out that, according to the state of the art, it is not possible to create software that works without error in all applications and under all conditions. Quicko warrants that the software corresponds to the essential functional descriptions. The association must report any defects that occur in writing, recording any error messages displayed. Excluded from warranty are, as a rule, errors caused by external influences, operating errors or changes, additions, installations, removals, repair attempts or other manipulations not carried out by Quicko or on behalf of Quicko, unless the association proves that this use was not the cause of the defect.

8.2 Quicko warrants server availability of at least 99% as an annual average. Excluded from this are regular maintenance work and times during which the server cannot be reached via the internet due to technical or other problems outside Quicko's sphere of influence (force majeure, fault of third parties, etc.). Quicko may restrict access to the services if this is required for the security of network operation, the maintenance of network integrity, in particular the avoidance of serious disruptions to the network, the software or stored data.

8.3 If Quicko does not succeed in remedying an error that has occurred within 20 working days and the association is not responsible for this error, the association has the right to terminate the contract without notice. Otherwise, the association's right of termination due to non-granting of use pursuant to Section 542 German Civil Code is excluded.

8.4 Quicko will further develop the software and update it at regular intervals. There is no entitlement to further development.

8.5 Quicko informs the association in good time about material changes to the software or service package that affect the functionalities contractually agreed with the association.

§ 9 Liability

9.1 The software is tested by Quicko according to the state of the art and checked for its general suitability.

9.2 Quicko or a vicarious agent of Quicko is liable for intent or gross negligence. In addition, Quicko is liable up to the amount of typically foreseeable damage, but at most limited in amount to one annual fee, also for damage caused by Quicko or Quicko's executive employees in breach of a duty whose fulfilment makes the proper performance of the contract possible in the first place and on whose compliance the user may regularly rely (material contractual duty/cardinal duty).

9.3 This limitation of liability applies with regard to all claims for damages and regardless of their legal basis, in particular also with regard to pre-contractual or ancillary contractual claims. However, it does not restrict mandatory statutory liability under the German Product Liability Act or liability for warranted characteristics, insofar as the warranted characteristic was intended specifically to protect the association against the damage that occurred, nor does it restrict liability for culpable injury to body, life or health. Quicko's liability regardless of fault for defects already existing at the time the contract was concluded under Section 536b German Civil Code is expressly excluded.

9.4 Where Quicko provides the possibility of forwarding to databases, websites, services, etc. of third parties, for example by setting links, Quicko is not liable, without prejudice to the preceding paragraphs, for the accessibility, existence or security of these databases or services, nor for their content. In particular, without prejudice to the preceding paragraphs, the provider is not liable for their lawfulness, correctness of content, completeness, currentness, etc.

§ 10 System and data security

10.1 The association confirms that Quicko has informed it of the existing security risks arising from the use of the internet and internet technologies. The association must ensure the security of the systems, programmes and data located within its sphere of influence.

10.2 Quicko will take suitable, economically reasonable measures to protect the services and systems within its area of responsibility against unauthorised access or external attacks according to the current state of the art. In doing so, Quicko does not assume any guarantee or warranty of any kind for protection against unauthorised third-party interference.

10.3 The association's data that it stores or uses on the server of Quicko or its subcontractors is backed up with due care as required in business dealings. In the event of loss, Quicko restores lost data from the latest available backup.

10.4 The association is informed that Quicko can view all data made accessible from a technical point of view at any time. The association's data is stored, processed and evaluated by Quicko for the duration of the contractual relationship insofar as this is necessary to fulfil the purpose of the contract.

10.5 Quicko has obliged the assistants it uses to treat data confidentially. In addition, it will not forward any data of the association to unauthorised third parties without the association's consent. However, data is made accessible to third parties if Quicko is obliged to do so by law or due to an official or court order. Quicko undertakes to agree a regulation with identical content with all employees and subcontractors used by it in connection with the preparation, execution and fulfilment of this contract.

10.6 Information about usage behaviour (type, time, number and duration of interactions) is stored for control purposes (compliance with the agreements between the association and Quicko), for analysis for product improvements and for marketing purposes (information about functions), where necessary also together with the user's internet address (IP address).

10.7 The contracting parties provide the declarations required in each case with regard to data protection and, where appropriate, conclude any necessary supplementary agreements in this respect insofar as this is reasonable. With associations from the European Economic Area, Quicko concludes a data processing agreement (DPA) with regard to data protection if this is desired. In the event of contradictions between these GTC and the DPA, the DPA takes precedence.

§ 11 Ancillary agreements, legal validity, set-off

11.1 Ancillary agreements and additions to the contract must be made in writing to be effective. This also applies to the written-form requirement itself. If a provision of this contract is or becomes invalid, this does not affect the validity of the remaining provisions. The invalid or missing provision is instead to be replaced by an economically and legally equivalent provision. The same applies in the event of a regulatory gap.

11.2 The assertion of a right of retention or set-off with any counterclaims of the association is excluded unless these counterclaims have been finally established by a court or expressly recognised by Quicko.

§ 12 Place of jurisdiction

The place of performance is Halle. German law applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).