We, Keymitt S.A. (hereinafter referred to as “Keymitt“) are a mobile service provider for electronic door locking systems and downloadable mobile applications (hereinafter referred to as “Apps”) based on these systems. Our innovative access solutions have been designed for both single family homes and apartment buildings.
Keymitt Customers have access to a selective range of Products and services offered on our website at www.keymitt.com.To access the entire Keymitt Product Portfolio, Customers need to register on our Website and provide some User data that we require to manage and handle customer orders and to provide our services to our Customers.
Users need to register on our Website to access Product-specific hardware, in particular our Smart Lock solution. Apps can also be used via download without registration.
It is impossible for us to provide our services on a single-contract basis, because of the enormous technical and personnel resources this would require. Unless otherwise specified elsewhere, these General Terms and Conditions of Business (hereinafter referred to as “AGB“”) govern the legal and economic framework conditions for using the Website (including its features, contents and applications) and all Keymitt services, Products and Apps. Please read the General Terms and Conditions of Business below carefully before using our services and Products and registering as a User.
§ 1 Definitions
For a better overview and understanding of these General Terms and Conditions of Business we have summarised the essential terms consistently and repeatedly used in these General Terms and Conditions below. Any reference herein to the singular includes the plural and vice versa.
GTC: These General Terms and Conditions of Business, which are deemed the exclusive basis for the licence agreement entered into by and between Keymitt and the Counterparty.
App: Mobile application for the use of the Product and the Product Portfolio.
Intellectual Property: Any proprietary rights, including in particular copyrights (including trademark and proprietary signs and any protectable know-how in connection with the Website and the Product Portfolio.
Hardware: Hardware from the Product Portfolio marketed and sold through independent distributors (as the case may be).
Member or Customer: Each domestic or foreign user being registered on the Website and having been granted access – through a generated member account (user interface) – to certain functions and applications of their Products.
Member account: Account of a Member that was created at the time of his registration.
User: Any natural person or legal entity accessing the Website or causing the Website to be accessed.
License Agreement: the legal transaction exclusively justified on the basis of these GTC between Keymitt and the contractual parties
Product / Product Portfolio: Innovative door locking system by Keymitt (Keymitt Smart Lock) together with hardware and software (Extensions), Keymitt apps and all other services of Keymitt that relate to the product range available for Users.
Registration: User’s registration on the Website.
Website: Website of Keymitt: www.keymitt.com
§ 2 Scope of Application
By using our Product Portfolio, you agree to these General Terms and Conditions of Business. Our data protection provisions shall apply in addition to these General Terms and Conditions and are an integral part of our contractual relationship with you.
- Keymitt operates and makes this Website and the Product Portfolio on the basis of these GTC and the applicable data protection provisions exclusively available. No other GTC or conditions of business shall apply to the use of the Product Portfolio, and any deviating conditions are herewith expressly excluded.
- These GTC shall apply to all points of access to the Product Portfolio, including in particular the Website and (sub-) domains (if any) or Apps.
- Subject to a revocation, these GTC shall be valid until cancelled in their current version (as amended from time to time).
- These GTC apply to both female and male Users, even though only the male form is used herein for ease of reading.
§ 3 Offer, Execution of a Contract
Our offers are without obligation. By placing your order you submit an offer to us. We reserve the right to accept your offer. A contract is only concluded when your offer has been accepted by Keymitt.
- Offers by Keymitt to enter into contracts shall be deemed subject to change. The products and services described or advertised online or otherwise (e.g. brochures, catalogues, price lists) do not constitute binding offers but shall rather indicate an invitation to the User to make an offering. Contracts are considered validly executed upon acceptance of an offer by Keymitt, such acceptance to be made either by sending an order confirmation (by post, telefax or email), by delivering the requested product to the customer or performing the requested service.
- In the course of Registration as a Member and/or on the Website, the User expressly confirms his knowledge and the unlimited recognition of the content of these GTC by activating the checkbox installed for this purpose on the Website.
- Keymitt is entitled to reject Users without giving reasons. In this event, any transmitted details will be deleted without undue delay.
- Any information on technical data or product features Keymitt provides in printable formats, catalogues, advertisements, price lists, and other information and promotional materials, merely represent a general description and labelling of Keymitt’s services and may not be relied upon for asserting customer claims, if any. A guarantee as to a certain quality shall only be deemed to exist if such guarantee has been expressly indicated and agreed.
- In the event of discrepancies regarding IT-related terms and symbols, quality- or format requirements or the like, these GTC shall be used for interpretations (as the case may be).
§ 4 Subject-matter and scope of services
We offer our Customers and Users comprehensive information about our Product Portfolio and our company. Refer to our Website or the Keymitt Newsletter to learn more about the full range of services offered by Keymitt and the latest news about the Products and the company.
- Currently, Keymitt essentially offers its Users the following services and information from the product portfolio:
1. Software and hardware: providing, regular updates of Products, including but not limited to:
1. „Keymitt Smart Lock“ Electronic door locking system for single family homes and apartment houses
2. „Keymitt Software“ The Keymitt software includes our Apps and interface to third party systems
3. „Keymitt Wi-Fi Hub“ a Wi-Fi bridge to control Keymitt remotely using internet connection.
4. „Keymitt Push“ a Button Pusher generally used for intercom.
2. Te product portfolio may be amended, adapted or updated any time and from time to time. By registering for the Keymitt-newsletter, Users can learn more about the current Keymitt Product Portfolio and range of services by subscribing to our Keymitt Newsletter. Detailed descriptions of our products and services are published on the Website.
3. Apps: Keymitt provides applications for iOS, Android and in future for more smartphones on a global scale.
Subject to the User’s consent, relevant data is transmitted from the smartphone to the Website and shared with third party providers (e.g. integration of Keymitt in other product environments through interfaces).
Additional terms and conditions on the part of the mobile phone - providers apply.
For general information and provisions on „Mobile applications and technical requirements“ please refer to § 14.
4. Website: The following services are associated with the Website or Member Accounts:
1. Admission of customized access and options for use;
2. Provisioning, regular updating and maintaining the Website;
3. Converting and implementing generated data on the Website.
5. Settings: Providing individual Member Accounts; Members may independently access their data stored in the system at any time;
6. Webshop: We offer our current Keymitt Product Portfolio in our webshop.
7. Other Services: Our Newsletter provides information about the latest Product Portfolio to our Members. Users are free to unsubscribe the Newsletter any time. We offer the respective „opting-out“ option in every mail accompanying our Newsletter.
- Delivery of data carriers, documentation, descriptions of features and performance shall be made at the User’s expense and risk. Any additional training courses and clarifications requested by the User will be charged separately.
- Keymitt is entitled to substantively alter functions and services (on the Website), to deactivate them temporarily or permanently or to import new functions or condition individual functions on the performance of conditions.
- If the provision of services by Keymitt is or becomes impossible, Users will be notified without undue delay. Keymitt may refuse services or execution of orders if deemed impossible due to a default (omission) or any other circumstances attributable to the User. Expenses incurred with Keymitt in relation to such activities, if any, are to be reimbursed by the User.
§ 5 Amendments of the General Terms and Conditions of Business and/or services
We are free to change and amend the GTC from time to time. The latest GTC version applicable at the time you use it shall apply. We will make reference to this latest version in our communication with you. By continuing to use the GTC in the version notified by us, you agree to the applicable GTC and the respective changes and/or amendments.
- Keymitt shall be entitled to change and/or amend the GTC from time to time with future effect, in particular when we expand our range of services or when such an amendment becomes necessary due to changes in legislation.
- We notify Users about any changes and/or amendments of the GTC by sending a notification of change to the email address the User submits when registering. Approval of changes and/or amendments shall be deemed granted unless the User contradicts such changes within six (6) weeks from receipt of the notice of change in writing (by email). In the notification of change, Keymitt shall point out to the User the consequences of any waiver of objection. By continuing to use our services/Products upon receipt of the notification of change, the User accepts in any case all and any notified changes and/or amendments.
- Further use of our services/Products will become impossible if the User rejects the changes and/or amendments described in § 5 (2). In such a case, Members can delete their Member Accounts that were established at the time of Registration.
- Our services are subject to continuous development. Such development may entail a change in the scope and functionality of our services. We reserve the right to discontinue the provision of individual services. Keymitt reserves the right to change, modify, revise or discontinue – either temporarily or permanently – its services and all and any features, functionalities or services relating to them (including Product design, design and layout of the App and the Website) without prior notification.
- Users are not entitled to claim any specific scope of functionalities of the Products and all services based on them and/or provided by Keymitt; Keymitti is not obligated to offer specific services or contents, but shall at any time be entitled to remove services or contents from the scope of functionalities from the App and/or Website. The respective decision shall be at the sole discretion of Keymitt.
- Keymitt does not accept any liability for interruptions, changes or termination of the services or for discontinuing the sale of Products. Keymitt shall not be obligated to offer its services and Products on a permanent basis or to develop them further.
§ 6 Services/Obligations of Users and Members
Users are obligated to use the Website and the services/Products of Keymitt in compliance with the contractual provisions. Members shall also be liable to use their Member Accounts in accordance with the contract and the law. Non-compliance with contractual obligations by the Users and Members may lead to termination of the contractual relationship with Keymitt and the withdrawal of Keymitt User rights.
- Users undertake to use the Website and all services/Products of Keymitt appropriately in accordance with these GTC. Members undertake to use their Member Account in a legally compliant fashion.
- The User is prohibited from using software, data or (technical) devices that could result in an impairment of the functionality of the Website or the Product Portfolio. The same applies to the use of Members Accounts.
- Changes to the system requirements within the sphere of a User shall be indicated promptly.
- Where necessary, the User shall – in a timely manner and free of charge – provide all such documents, information and devices as are required for Keymitt to render services. If applicable and deemed necessary, Users shall furthermore and in good time request third parties to contribute to the services where such contribution constitutes a prerequisite to Keymitt services. All and any information and data required for Registration are to be submitted in full and must correspond to the truth. The User notes that any use of specific Keymitt services/Products is subject to the condition precedent that he registers as a User and provides his corresponding (personal) data (for more detailed information on the Registration, please refer to § 7).
- Failure to cooperate with Keymitt may lead to a delay or a limitation in the quality of Keymitti’s services. Keymitt shall not assume any liability for frustrated expense or damages as a consequence of such uncooperative acting.
- Those Users registered for the newsletter shall notify Keymitt of any changes of their corporate name and address as well as the legal form of their business entity. In the absence of such notification, documents shall be deemed to have been properly delivered if sent to the last address or paying office indicated by that Member.
- Where relevant, Users grant Keymitt a right to use and include a company name, logo or trademark, if any, in a partner list and to publicly announce such User’s business relation with Keymitt.
§ 7 Registration, setting up and use of member accounts
For Users to use our Products and services, they need to register with Keymitt once and provide their (personal) data. Registration is free of charge. The minimum age for using our Products/services is 14 years. We are entitled to close your Member Account and discontinue the provision of services to you forthwith if your use of our Products and services infringes the contractual provisions or violates the law.
- The use of the Product Portfolio and all Keymitt services related to it, shall only be possible upon Registration and acceptance of these GTC and the data protection provisions as amended.
- Every duly registered Member receives access to his own Member Account that is unlimited in terms of time. Keymitt reserves the right to refuse Members without giving any reasons. In such a case, all data already submitted will be deleted without delay.
- In the course of registration on the Website, each Member shall provide some personal data in order to facilitate individualised and secure access to the User Interface and services of Keymitt.
- The data to be submitted for the purpose of Registration include a valid e-mail address of the Member.
- The data requested by Keymitt are to be submitted completely and correctly, unless such details are marked as voluntary. An activation code – that is needed to use the Keymitt Smart Lock – will be sent by mail to the address provided at Registration or given in the User’s profile of his Member Account. Only when the activation code has been received and used, can the Keymitt Smart Lock be activated by the authorised User.
- The User shall indicate a valid email address for correspondence with Keymitt and he agrees to receive any legally relevant notifications that are sent to this email address. The chosen email address must be in compliance with applicable law, must not offend common decency or violate third party rights. The User’s email address must contain neither the term “Keymitt” nor a similar name – that could be associated with Keymitt and/or our service and Product portfolio – or Internet address or any other contact information (such as a telephone number).
- By registering and setting up a Member Account, the Member consents to the collection, processing and use of his personal data in line with the data protection provisions of Keymitt. The use and/or processing of data thereby authorised by the Member also includes (i) any forwarding of data to or access to such data by Keymitt or Keymitt’s business associates and contractual partners (e.g. house owners or property managers or other companies that are in a contractual relationship with Keymitt) and (ii) the transfer of the data by authorised third parties (e.g. house owners, property managers) to Keymitt. The Member’s consent to the processing of personal data also includes the authorisation granted to Keymitt to set up a database owned by it where personal data of the Member are stored.
- The access data and email provided at the time of registration are to be provided and maintained in a complete and truthful fashion and shall at all times be kept up-to-date. Any disclosure of access and registration data is the User’s personal responsibility. (e.g. to Authorized Users; see section § 7 para 11).
- Passwords and usernames may not breach applicable laws, offend common decency or infringe on the rights of third parties. Furthermore, the username or any email or website address or other contact information such as telephone numbers may not contain either the term "Keymitt" or any similar designation associable with Keymitt or its services including but not limited to the Product Portfolio. The username should be treated confidential. However, Member’s shall be free to disclose their username at their own risk. To prevent phishing of access data and misuse of the Member Account, Members being asked to transmit or enter their usernames shall check whether this request is from Keymitt or from an authorised third party.
- The Member is solely responsible for keeping confidential and making proper use of an email address with associated password and the username. The use of others’ usernames and passwords or Member accounts is not permitted unless permission is explicitly granted by that registered member.
- Each Member can grant third persons – so called "Authorized Users" – (temporary) access to the Product Portfolio. In this context, the respective Authorized User shall be notified per invitation that also includes access codes, which enable such beneficiary to make use of the Product or other services from Keymitt. Use of and access to the Product Portfolio shall be limited to the extent determined by the legitimating Member. Authorized Users may also be granted access to a Member Account. Users remain solely responsible for disclosure of personal (access) data. Authorised Users will be assigned to individual interfaces ("Channels") enabling them to access the Member Account including data and or other information cleared for access by the respective User/Member. Use of individualized interfaces (Channels) shall occur under the sole responsibility of the persons concerned. Keymitt shall not bear any responsibility for information and other content communicated through Channels or become liable for the misuse of data whatsoever.
- To preserve data security, Users shall
1. diligently care for the personal details and only allow such persons access to its own details that are close to the user; and;
2. regularly save important personal details externally, e.g., on an external storage medium, hard drive or in the cloud. Keymitt shall not be responsible for any lost or impaired details.
- By registering and setting up a Member Account, the Member acknowledges to have the legal capacity to use Keymitt’s services and Products as specified in the contract pursuant to the provision of applicable law. Persons under the age of 14 are not permitted to use the Product Portfolio. Users agree not to grant people under the age of 14 access to the services or support them in accessing the services.
§ 8 General conditions of use for Member Accounts
Setting up and using Member Accounts requires compliance with the general conditions of use for Member Accounts in addition to proper Registration (§ 7).
- The User shall use the services and Products offered by Keymitt in compliance with these GTC and the applicable statutory provisions. Furthermore, the Product Portfolio must only be used for the agreed purpose exclusively and only to the extent of the usage permission granted. Access to functionalities and data sets beyond the editing screens and interfaces (e.g. by means of third-party software) is not permitted. The use of electronic or automated apps (e.g. web crawlers, robots, spiders or similar applications) – regardless of their configuration or purpose – shall not be permitted either. It is not permitted to use the Product Portfolio for own commercial use or to edit and/or change the Product Portfolio (including the contents provided on the Website or in the Newsletters). Keymitt shall be held indemnified and harmless from any damage resulting from non-observance of contractually defined conditions of use.
- User and/or Registration data shall be protected from unauthorised access by third parties, misuse and fraudulent use. Keymitt shall be notified by e-mail to email@example.com without delay of any form of unauthorised use of the Member Account and/or Registration data and any other violation of the GTC, the confidentiality or data protection obligations that becomes known to the Member/User. If Keymitt is of the opinion that there are indications that a third party accesses a Member Account without being authorised to do so or violates these GTC, access to this Member Account may be blocked until the situation has been clarified, or permanently, if necessary.
- Each Member agrees
1. only to save, publish, transmit and distribute such content, e.g., photos, pictures, text, representations or videos, if the User is authorized to pass on such content, i.e., (i) if the User has the exclusive right to use such content or, (ii) in the event that the User is not the owner of such rights with respect to content provided by it, if the User guarantees to Keymitt that all required rights, licenses, permits etc. have been validly obtained. This shall also apply to content subject to Intellectual Property rights, such as trade names and trademarks. The Member shall be exclusively responsible for such content and the contractual use of the Website/the Member Account by legitimated Authorized User;
2. not to use any racist, offensive, discriminating, defamatory, libellous or sexual content, any content that promotes violence, or any other illegal content;
3. not to carry out any disrupting interference with the Keymitt network by use of technical or electronic aids, such as hacking attempts, brute-force attacks, planting of viruses/worms/trojans or other disrupting attempts regarding Keymitt’s software or hardware;
4. not to copy, distribute, transmit or collect by use of technical aids, e.g., by crawlers or bots, accessible details without the consent of the corresponding owner; and
5. not to transfer a Member Account to third parties without prior consent from Keymitt;
- Upon a breach of these GTC or any legal provisions (regarding data protection), Keymitt, at its sole discretion, is free to impose the following sanctions upon Users:
1. Permanent or temporary deactivation of Website access or the Member Account;
2. Permanent or temporary deletion of access data of a the Member and blocking his Member Account;
3. Deletion of illegal content on the Website/the Member Account.
§ 9 End of Use, Exclusion
Members are free to delete their Member Accounts any time notwithstanding Keymitt’s right to store, archive or examine specific User contents for a commercially reasonable period of time. If services are used inappropriately and/or in violation of the contract, Keymitt shall be entitled to exclude a Member at any time or terminate the contractual relationship with a User forthwith.
- Each Member shall have the right to terminate his membership correctly via his account settings (“My Profile”). Final deletion of a Member Account must be confirmed once.
- If the Products/services provided by Keymitt are used inappropriately or contrary to the provisions of these GTC (e.g. gross violation of User duties as specified in these GTC and the documents referred to herein), Keymitt shall be entitled to terminate the contractual relationship with a User forthwith and/or to block and/or delete a registered Member Account. Keymitt may also block and/or delete a Member Account if (i) the Member does not complete his registration (e.g. incomplete entry of necessary registration data) or (ii) the Member Account is not used for a period of 12 calendar months minimum.
- Upon termination of a contract with the User and deletion of a Member Account, Keymitt may store, archive or examine User contents for a commercially reasonable period of time. Keymitt shall further be entitled to keep User content – to the extent it was saved or shared by other Users – in anonymous form and continue to use, store, present, reproduce, edit and provide it.
- All personal data of the User shall be definitely deleted upon the User’s request. To request deletion, an e-mail stating the e-mail address provided for registration and the request to ultimately delete the Account is to be sent to firstname.lastname@example.org. Keymitt will respond to the request within 14 days and keep records of the deletion for a period of one year from the moment of deletion.
- Even upon termination of a user contract Keymitt reserves the right to use, exploit and reproduce publicly available content of a User.
RIGHT TO WITHDRAW OF CONSUMERS
If the user is qualified as a consumer defined by § 1 KschG (consumer protection law), the right to withdraw applies:
- Cancellation Right: Users (consumers) may cancel your agreement with Keymitt in writing, e.g., by letter, fax or email, within 14 days from the later of the date (i) on which the agreement was entered into and (ii) of receipt of any physical products you may have ordered, in each case without stating any reasons. The right of withdrawal can be exercised by using the revocation form template available at refunding policy and provided to the User together with the information on revocation.
The revocation declaration does not require a specific form; it may be sent by post or e-mail to
29, Boulevard Grande-Duchesse Charlotte
Dispatch of the revocation notice by the specified deadline shall suffice to observe the revocation period.
Consequences of revocation:. In the event of a cancellation, any benefits received by one party from the other must be returned, and any economic advantages gained must be repaid. If a User is not able to return the services rendered to Keymitt in full or in part, Keymitt shall be reimbursed for the value lost. Users shall therefore fulfill any payment obligations until cancellation has become effective. Obligations to reimburse costs must be fulfilled within 30 days. For Users, this period begins when forwarding the contract termination, for Keymitt upon receipt thereof.
- Data carrier:. The consumer will receive a confirmation of the contract concluded on a durable data carrier (e.g. email) in conjunction with the information specified in § 4 par. 1 FAGG within a reasonable period from the conclusion of contract, but in any case by the start of service provision at the latest, unless this information was already provided earlier on a durable data carrier. The confirmation of contract includes a confirmation of approval to immediate provision of services and a statement indicating that the consumer notes that, as a consequence, the right of withdrawal (right of revocation) no longer applies.
- Revocation instruction:. The revocation instruction and the revocation form available to the Customer (that is, however, not mandatory) are enclosed in Annex 1 to these GTC. At contract formation (e.g. in the course of placing an order), Users confirm that they’ve been informed about their cancellation rights.
§ 10 Warranty and liability
Our warranty and liability are restricted. We do not accept any liability for the content of third-party Websites the links of which are quoted under tips and recommendations.
- Keymitt provides its services on the basis of generally valid industry sector norms and practises. However, Users are aware that, pursuant to the current state of the art, it is not possible to render web-based services that are completely free of faults or errors. Keymitt does not represent or warrant that the Website will be available at all times, or that it and the necessary hardware and software will be completely free of errors.
- Network outages, disruptions, maintenance work or other events, which are unavoidable and for which Keymitt bears no responsibility, may give rise to interruptions of service. In such cases, Keymitt shall exert reasonable efforts to the best of its knowledge and ability to eliminate faults and disruptions as quickly as is possible in technical and economic terms.
- Keymitt assumes no liability or warranty whatsoever for the correctness of the data forwarded to it by Members, such as details regarding their identity, addresses, qualifications, references or creditworthiness. Furthermore, Keymitt cannot guarantee that data transfer via external systems, in particular the internet or telecommunications networks, will not be tracked, recorded or falsified by third parties.
- Use of the Product Portfolio shall be at Users own risk. This applies to the unlimited use of hardware (e.g. personal smartphones, Keymitt Smart Lock and/or Keymitt accessories etc) as well as downloading of the User’s own and third party content.
- Additionally, Keymitt does not make any representations or warranties with respect to external links, banners or other information and marketing offers that may be made accessible to the user. Any contractual arrangements entered into between the User and a third party provider, e.g., via linked websites or banners, result in a contractual relationship between such User and the third party provider only. Keymitt does not make any representations or warranties with respect to products or services of third party providers.
- Keymitt further assumes no warranty with respect to errors or other outages on the Website or the Member Account, to the extent that these are the result of:
1. errors of the hardware, the operating system or software of other manufacturers or wireless telephony providers;
2. errors of use, irrespective of the type thereof, and which could have been avoided if proper and careful use had been made;
3. infection with computer viruses or other external influences for which Keymitt bears no responsibility, such as fire, accidents, power outages etc.;
4. unauthorised modification by the Counterparty or third parties to the system environment for which the Website or the Member Account was configured.
- Keymitt shall bear liability within the scope of applicable tort laws caused by executive officers, employees, vicarious agents or other persons engaged to provide services to counterparties only where behaviour of Keymitt or personnel attributable to Keymitt is evidenced to be intentional or grossly negligent. Liability for slight negligence is excluded, except for damages to life and limb.
- Unless required by statutory law, neither Keymitt nor any of its business affiliates shall be liable for damages resulting from the use of content made accessible through the use of the Product Portfolio. This also applies to damages resulting from errors, problems, viruses or loss of data.
- Keymitt assumes no liability for downloaded material or material obtained as a consequence of using the Website. The Registered User is solely responsible for any damages caused by such materials to his computer system or for information that is lost as a consequence of downloading materials from the Website.
- Users remain exclusively liable for any claims of lawsuits of any kind in any way derived from or related to conflicts with other users. The User acknowledges and accepts that Keymitt will not, under any circumstances, be liable for the acts and omissions of other users, including the damages associated with such acts or omissions.
- Events of force majeure which render the provision of the contractual services significantly more difficult or impossible shall entitle Keymitt to defer its performance of the contractual obligations by a period of time equal to the period of the impediment plus a reasonable grace period. The following events are considered as equivalent to force majeure: strikes, lock-outs, interventions of public authorities for which Keymitt bears no responsibility, and similar circumstances, provided that they are unforeseeable, not susceptible, controllable and not due to default. In such cases, Keymitt shall likewise bear no liability.
§ 11 Content
You will receive a license for the contents we provide to you. The license will be limited to the purpose of using our Products and/or services. You will grant to us a non-exclusive license for any suggested content that you provide to us in the course of using the Product Portfolio. This non-exclusive license granted by you authorises us to use your User content and to provide it to other Users. You are responsible for the correct and lawful nature of any content you upload. We will check User content before publishing it and reserve the right to refuse suggested content.
- Keymitt permits its Users to use the Product Portfolio in accordance with statutory law and these GTC, in order to upload, save, publish, distribute, transmit and share content with other users.
- The User consents that, as a result of the automatic evaluation of the way such User uses the Website, it may be exposed to certain offers and/or marketing messages tailored to such User.
- The User consents that marketing measures may also be taken in the proximity of content created by such User.
- Keymitt shall have the right to save content or disclose such content to third parties, to the extent this is required by law, or legally permissible and reasonably necessary, in order to
1. comply with statutory law, or court or administrative orders
2. ensure compliance with these GTC;
3. react to claims of breaches of law raised by third parties; or
4. safeguard the rights, property or personal safety of Keymitt, its Users and the general public.
- The user grants Keymitt the irrevocable, free, non-exclusive and unlimited right to use all content generated, transmitted, saved and published by such user. Accordingly, Keymitt shall have the right to use, irrespective of the type of usage, all content as part of the service offer and any other activity of Keymitt or any company affiliated with Keymitt. This shall include the right to change and edit such content, unless such changes or edits impair material interests of the User. In this connection, the User waives, to the extent legally permissible, all Intellectual Property rights. However, to the extent feasible, in the event that Keymitt uses content created by a user outside the Website, Keymitt shall note that such content was created by the User.
- Users warrant that content uploaded to and communicated by them via the Website shall
1. be free of rights of third parties, in particular of Intellectual Property rights;
2. be their own (Intellectual) Property or be subject to proper authorisation by a third Party with entitlement to give such authorisation to use the content in question via the Website;
3. not breach applicable law or other applicable binding statutes and in addition
4. not be apt in any manner to give rise to legal obligations (liability) on the part of Keymitt.
- The User shall hold harmless and indemnify Keymitt from and against any third party claims raised because of an alleged breach of proprietary rights due to content being uploaded by the User within the Keymitt network or due to any other use of applications available through the Keymitt network. User shall bear the costs of a legal representation that becomes necessary including but not limited to court- and lawyer’s expenses up to the amount required by law. This, however, shall not apply if the alleged infringement is not attributable to culpable behaviour of the User.
- The User shall promptly and correctly inform Keymitt of any third party claim and provide any information available and relevant for an examination of the claims and for an adequate defence. Any damage claims beyond this scope that Keymitt may have vis-à-vis the User shall remain unaffected.
- Keymitt does not claim ownership of any content and will not supervise such content.
- Keymitt reserves the right to delete content created by Users, such as routes, events or comments without giving reasons. In this event, the user shall be notified and, in the event of a breach of these GTC, may be sanctioned.
- Keymitt shall not be responsible for inaccurate content created by Users.
§ 12 Compensation, terms of payment
Unless otherwise agreed, our services are subject to a fee. By registering with us, Users agree to the service fees and price schemes of Keymitt.
- Pricing of Keymitt is based on customary calculations and refers to the scope of services, the Product Portfolio in particular, requested by a User.
- All prices are denominated in euros. Delivery costs, if any, shall be charged separately and apply only to the present contract.
- As a rule, payments demanded are due upon receipt of an invoice on the due date indicated in the invoice or, in the absence of such due date, within seven calendar days following receipt of the invoice by the User. The invoiced amount shall be credited to the bank account indicated in the invoice on the due date, at the latest. Use of Products shall be conditional upon settlement of open accounts with Keymitt; the latter may withhold provision of Services until payment has been received.
- Payment shall be deemed received on the date the amount is available to Keymitt or credited to the bank account indicated on the invoice. In case of delayed payments, Keymitt shall charge legal default interest as of the 15th -day following the invoice date, unless costs in excess thereof have been incurred. Dunning, enquiry and other costs incurred in the context of recovering a claim shall be born by the User. This shall not restrict Keymitt to assert any further damages if applicable.
- Keymitt accepts credit cards, online payment (Paypal, online-banking) as well as down payments. The Customer shall bear all expenses arising in connection with payment transactions.
- The User waives his right to set off any counterclaims against compensation claims, unless these counterclaims have been acknowledged by Keymitt in writing or determined by a court. Moreover, the Member may not withhold payments on the grounds of incomplete total delivery, guarantee or warranty claims or complaints.
- All tax liabilities arising from or pertaining to payments to Keymitt, except income tax, shall be born solely by the User. The Customer shall hold harmless and indemnify Keymitt for any wrongful assertion of such tax claims.
§ 13 Software
In the event that we provide software you will be entitled to use the software with a limited User license. The software shall in any case be subject to a final User license agreement that specifies the provisions in detail.
- To the extent software is made available to the User, the User shall, for the period and purpose of using the services, be granted a non-exclusive and non-transferable license, that must not be used for commercial purposes (e.g. granting of sub-licenses), for the use of the software for private purposes and in conformity with any final User provisions.
- With the exception of the right to make a backup copy, the User (to the extent permissible by law) shall not be allowed to duplicate, publish or distribute the software or the relevant documents or make them available to third parties by any other means beyond what is considered usual and common scope.
§ 14 Mobile applications, technical requirements
Smooth and trouble-free use of our services requires that you have modern technology available and Internet access. We are unable to guarantee protection from viruses and other technical risks; we do not assume any liability for uninterrupted or trouble-free access to our services.
- Internet access and a correspondingly modern device are required to use the Product Portfolio; the equipment needs to be capable of presenting the graphics of the App and/or Website. Data traffic resulting from the use of the services and Products of Keymitt is substantial and may cause costs, especially for mobile use of the services. Keymitt therefore recommends a flat rate. Costs and risk of Internet data traffic shall be assumed by the User exclusively.
- The User is aware of the fact that, due to the technical nature of the Internet, it is impossible to ensure complete protection from viruses, trojans, spyware, etc. Keymitt is therefore unable to warrant such protection. Keymitt does not provide any warranty for specific availability of services and Products and expressly reserves the right to interrupt them for technical or other reasons.
- Keymitt is unable to warrant that access to the Product Portfolio will be available at all times and free from any problems. Keymitt shall not be liable for failures, disruptions and/or impairment for which Keymitt is not accountable. Consequently, it shall be the User’s responsibility to carry out regular updates of the software used by him, save his data regularly, install appropriate virus protection and effective firewall systems.
§ 16 Communication
Communication between us and you will be via email.
- Any and all notices relating to the these GTC must be provided in written or electronic (e-mail) form. Contact information for Counterparties may be found on the website www.keymitt.com. The information entered in the course of registration for a Member Account shall be deemed the Member’s contact information. Notices sent by Keymitt to these contact details by email shall be deemed to have been received at the time they were dispatched, notices sent by post shall be deemed to have been received two days from the time they were dispatched, except where the Member furnishes proof that he received them at a later point in time.
- Where notices are transmitted as between Keymitt and a Member or between Members inter se by email and thus in electronic form, the Member is deemed to acknowledge the unrestricted effectiveness of statements of intent transmitted by this means. The email must contain the name and email address of the sender as well as the time of dispatch (date and time).
- Any email received pursuant to the foregoing provisions shall, subject to proof of the contrary, be deemed to originate from the owner of the address of the sender. The legally binding effect of the email and that of its electronic form shall apply with respect to all notices and declarations attendant on the usual performance of contract.
§ 17 Prohibition on assignment
The transfer of the agreement with Keymitt and the assignment of rights and delegation of obligations under the Licence Agreement by a User is impermissible without a written approval from Keymitt.
§ 18 Final provisions
The General Terms and Conditions of Business are subject to Luxembourg law.
- This Agreement is governed by Luxembourg law. The parties hereby agree that the United Nations CISG shall have no application.
- To the extent permitted by law, the parties hereby agree that exclusive jurisdiction and venue for all disputes resulting out of this Agreement shall lie with the court.
- No amendments or addenda to these GTC or any other agreements of the parties shall be valid unless they are confirmed by Keymitt in writing.
- If any term of these GTC should be or become invalid or unenforceable, the validity or enforceability of the remaining provisions hereof shall not be affected hereby. The invalid or unenforceable provision shall be deemed replaced by a valid and enforceable provision, the commercial purpose and commercial outcome of which shall come as close as possible to the provision being replaced and which shall comport with the original intent. The parties hereby undertake to note this replacement term without delay in writing and to sign it.
VAT No: LU30981910