Terms of Use

1. Subject Matter and Scope

  1. Subject matter of these General Terms and Conditions (hereinafter "terms and conditions") is the provision of services (hereinafter "Services" or “Service”) of Comelite IT Solutions (hereinafter "Comelite") regarding the application "Universal Chat" (all editions) to customers (hereinafter "Customers" or "Customer"). These terms and conditions do not apply to any other service provided by Comelite.
  2. These terms and conditions and any regulations in individual agreements between the Parties shall apply exclusively. Conflicting or deviating terms of Customers shall not apply, even if Comelite despite the knowledge thereof provides its Services without objecting to those conflicting or deviating terms.
  3. Comelite shall have the right to change these terms and conditions within a suitable notice period. Changes shall enter into effect only if Customer has not objected to the changes within one month from the written notification of the intended change (objection period) and if in such notification Comelite informs Customer (a) on his right to object and (b) the objection period. This clause does not apply to obligations of Comelite which are prerequisite for the proper implementation of the agreement, by the breach of which attainment of the purpose of the agreement is jeopardized and on which Customer may duly rely (cardinal obligation).
  4. Should Comelite decide to terminate this Services (such as by finding the Service unfeasible to continue), it will have the right to do so. Customers will be informed through the website or other means deemed necessary by Comelite at the time of decision one month in advance. This clause overrides any other clause mentioned in this Agreement.

2. Agreements and Offers

  1. A completed web-based order form or any other kind of order request of the Customer constitutes a binding contractual offer regarding the requested Services of Comelite. An agreement shall be deemed concluded upon acceptance of such offer by Comelite, at the latest upon provision of the Service by Comelite.
  2. Any offers by Comelite shall be deemed non-binding, unless expressly otherwise agreed. Performance dates or times mentioned in a Customer's request are binding only if designated as binding by Comelite in writing.

3. Services

  1. Customer shall inform Comelite without undue delay in case of malfunction or disruption of the Service.
  2. Customer shall be obligated to keep personal access data (username and password) confidential against access by unauthorized third parties. Customer shall change his or her password immediately and shall be obligated to inform Comelite without undue delay if there is reason to suspect that unauthorized third parties have access to Customer's password.
  3. Customer shall be obligated to use the Services in accordance with the legal provisions of the territory of intended use. In particular Customer shall observe the applicable copyrights, trademark rights, patent rights and any other intellectual property or personal rights of third parties. Customer may neither use nor make available to the public any data or any information with illegal content.
  4. Customer may not use the Services, to conduct attacks on Comelite or third parties, such as spamming, hacking, brute force attacks, the use of spy software, virus or worms attacks.
  5. In case of an infringement of section 4 (2) to (4) of these terms and conditions Comelite may delete illegal content at any time and without prior notice or may – to the extent necessary –block access of Customer to the relevant content and/or Services until Customer has addressed the infringement. In case of a severe violation of Customer against the duties stipulated in section 4 (2) to (4) of these terms and conditions Comelite shall have the right to terminate the contract for good cause without prior notice (section 10 (2)). If Customer is responsible for the infringement he or she shall compensate Comelite for all damages resulting thereof.

4. Customer's Obligations

  1. Details of the respective contractually agreed Services can be found on the respective pages of this website, valid at the time of the order.
  2. Insofar as Comelite conducts its Services free of charge (Free Plan) it may at its own discretion and at any time, in whole or parts, change, limit or cancel such Services. If doing so Comelite will take Customer's legitimate interests into account and will notify Customer within a reasonable timeframe in advance, provided that such notification is technically feasible and reasonable.
  3. Comelite provides its Services 24 hours a day, 365 days a year and ensures an availability rate of at least 99,00% of the annual mean, except for maintenance downtimes. Comelite will inform Customer about necessary maintenance downtimes in good time, if possible. Comelite is not liable for any downtimes which make its Services unavailable via internet, in particular for downtimes because of technical or other problems that are outside Comelite's sphere of influence or control such as force majeure events or acts of third parties.

5. Rights of use and Reimbursement

  1. Comelite grants to Customer the non-exclusive, non-transferable, non-sublicensable and unlimited right to use the Services within the scope and limited to the term of the agreement. Comelite shall be obligated to provide new versions, upgrades or updates of its Services only as far as it is strictly necessary for the remedy of defects. Outside the scope of the agreement Customer is not entitled to use, copy or download Comelite's Services or to make them available to any third parties.
  2. Customer shall be obligated to indemnify Comelite and its subcontractors against all third party claims that are based on the illegal use of the Services or any such use that happened with his consent, or that arise, in particular, from litigation procedures involving the infringement of laws on data protection, copyright or other laws in conjunction with the use of the Services. If Customer realizes or can be expected to realize that such infringement is about to occur, he or she shall be obligated to notify Comelite without undue delay.

6. Data Protection

  1. Comelite collects, processes and uses personal identifiable information solely pursuant to US data protection legislation. Customer may find Comelite's current privacy notice ("Privacy Policy") at Comelite's website under the section "Privacy Policy".
  2. It is in Customer's sole responsibility to collect, process or use personal identifiable information of third parties in accordance with US statutory provisions while using the Services. That applies, in particular, to his or her obligation to obtain the necessary consent of the parties involved, provided that no statutory provision legitimates the intended data collection, processing or usage.

7. Rights in Case of Defects

  1. To the extent that the free Services of Comelite are used (Free Plan) Comelite shall be not obligated to remedy defects.
  2. To the extent that the paid Services of Comelite are used (Business Plan and Enterprise Plan) Comelite shall be entitled to remedy the defect by delivering an update, upgrade or otherwise revised version of the Service or by implementing a workaround.
  3. Liability for defects shall be excluded if the defect is caused because Customer or a third party on behalf of Customer altered Services or in any other way interfered in the Services in an inadmissible manner or because Customer or said third party made use of the Services in a way that is not compliant with the scope of the agreement or Service documentation.

8. Liabilities

  1. Services provided free of charge (Free Plan)

    To the extent that the free Services of Comelite are used, Comelite's liability shall be liable in accordance with statutory provisions of US law for any damages based on intent, fraudulent intent, gross negligence or lack of a guaranteed feature. Any further liability shall be excluded. Liability for injury in life, limb or health and liability in accordance with the US Product Liability Act shall remain unaffected.

  2. Paid Services (Business Plan and Enterprise Plan)

    To the extent that the paid Services of Comelite are used, Comelite shall be liable in accordance with statutory provisions of US law for any damages based on intent or gross negligence or the lack of a guaranteed feature, including intent or gross negligence of its subcontractors.

    In the event of slight negligent breach of an obligation of Comelite which is prerequisite for the proper implementation of the agreement, by the breach of which attainment of the purpose of the agreement is jeopardized and on which Customer may duly rely, liability shall be limited to the typical damage expected under the agreement. Any other liability shall be excluded. Liability for injury in life, limb or health and liability in accordance with the US Product Liability Act shall remain unaffected.

  3. Liability for loss of data

    Comelite shall be liable for the loss of data in the event of slight negligence only under the conditions and within the scope of section 7 (2) and only to the extent that the damage would also have occurred if Customer had performed a duly and regular, at least daily, backup (on his local systems).

9. Payment Terms

  1. Unless otherwise agreed, Customer may find details concerning prices on the product order pages of Comelite, valid at the time of the order.
  2. All prices (including additional costs) are net prices. Comelite shall be entitled to issue electronic invoices. Billing for the respective Service will be processed in accordance with the payment method selected by Customer.
  3. The billing amount is immediately due and payable without deduction upon invoicing. A payment shall only be deemed to have been made when Comelite has disposal over the amount.
  4. Customer shall be in default if he or she does not make his or her payment within fourteen days after the due date and receipt of an invoice or equivalent statement of payment. In case of default, Comelite shall be entitled to claim default interest at the statutory rate. The assertion of further claims remains unaffected.
  5. In the event that Customer is in default of (a) payment or a significant part thereof, for two consecutive month or (b) in an amount that is at least equivalent to the amount due for a period of two month, Comelite shall be entitled to block access to the Services. Comelite's right to terminate the contract for good cause without prior notice (section 10 (2)) remains unaffected.

10. Term and Termination of an Agreement

  1. Unless otherwise agreed, the agreement has a minimum term – depending on the chosen edition of the Service – of one, six or twelve month and may be terminated without notice at the end of each term. Unless terminated in due time the agreement shell be deemed extended each time for the applicable minimum term.
  2. Notice of Termination can be provided either by using Comelite's relevant communications tools on its website or in text format (Email).
  3. The right to terminate the agreement for good cause without notice remains unaffected. A good cause shall apply in particular if the terminating party, taking into account all circumstances of the specific case and weighing the interests of both parties, cannot reasonably be bound to the agreement until expiration of the relevant term.
  4. If Customer opts for deleting his entire account at Comelite, also Customer's corresponding data will be automatically deleted. It is therefore Customer's responsibility to backup his data on his local account before deleting his account.

11. Integration

  1. Comelite provides software-based technical support in the communication of its customers with third parties via independent messenger applications such as Telegram.
  2. The telephone numbers Comelite imparts to its customers to use with messenger applications are supplied by cloud communication providers. There is no contractual relationship established between Comelite's customers and cloud communication providers. Comelite's customers are not entitled to be provided with a leaving or disclosure of the telephone number, nor with benefits in respect of these cloud communication providers.
  3. Installation or maintenance of the operation of the messenger applications is not included in the scope of services of Comelite's products. Comelite does not have any contractual relationship with the providers of these messenger applications. Alterations in the settings of the messenger applications or improper handling of these can lead to interruptions and harm its functioning. In such cases, Comelite will work to restore functionality.
  4. If the messenger application's provider bans individual telephone numbers, Comelite will inform customers about this and impart to them a new number. If customers decide to accept this offer, all recipients will have to be recruited and verified again.
  5. Also not included in the scope of services of Comelite's products is the equipment of third parties that is necessary for the messenger applications to be used. Comelite does not have any contractual relationship with the third parties.

12. Miscellaneous

  1. Comelite shall have the right to provide its Services with the help of subcontractors. Comelite shall be liable for any Services provided by subcontractors to the same extent that Comelite is liable for its own actions.
  2. Information specified on the product order page, in brochures and other documents serves only to describe the products and does not constitute a guarantee, particularly a guarantee of a certain quality. Guarantees must be expressly confirmed by Comelite in writing.
  3. The contractual relations between Comelite and Customer shall be governed by US law under exclusion of the UN Convention on Contracts for the International Sale of Goods.
  4. Should provisions of an agreement with Customer including these term and conditions are or become invalid in parts or as a whole, validity of the remaining provisions shall remain unaffected and the invalid parts shall be replaced by the relevant statutory provision.

Last Updated: January 22, 2017