General Terms and Conditions of Honestly
§ 1 Application of the General Terms and Conditions
All offers and these General Terms and Conditions of Honestly are addressed exclusively to industry, companies, authorities, public or charitable institutions, clubs, associations, trade, business and independent professionals concluding a legal transaction in the course of their commercial or independent professional activity (section 14 of the German Civil Code (Bürgerliches Gesetzbuch)).
§ 2 Subject of the General Terms and Conditions
(1) Honestly provides an application ("App") for mobile end devices (e.g. smartphones and tablets) which customers and employees can use to provide the subscribing companies with feedback on their satisfaction with the company concerned. Honestly also provides a website ("Website") on the Internet via which the subscribing companies can configure their access and make use of further services. Subject to an individual contractual agreement, Honestly also sells or leases mobile end devices to its contracting partners. The "App" and the "Website" shall hereinafter also be collectively referred to as the "Services".
(2) These General Terms and Conditions govern the provision of the Services and end devices by Honestly and their use by you as a properly registered subscriber ("Subscriber").
(3) Information about Honestly can be found at /privacy.
§ 3 Amendments to the General Terms and Conditions
Honestly reserves the right to amend these General Terms and Conditions, also with effect for existing contractual relationships. Amendments will only be made for good reasons such as, for example, new technical developments, amendments to the case law or other equivalent reasons. No amendments will be made which interfere with the contractually agreed balance of the respective rights and duties of the parties. Honestly will inform you in writing, by fax or by e-mail, at least one month before any such amendments are intended to take effect. If you do not object within one month of receiving the notification and continue to use the Services after expiry of the objection period, the amendments will be deemed to have been validly agreed on expiry of the objection period. If you raise an objection, the contract will continue to run on the basis of the existing terms and conditions. In the notification of amendments Honestly will inform you about your right of objection, the presumption of consent and the consequences of this.
§ 4 Updating the Subscriber Data
(1) You have a duty to keep your data (including your contact details) up to date. If the data provided changes during the term of your subscription, you must correct the data on the Website on your personal profile without delay. If you are unable to do this, please inform us of your new details by e-mail or fax without delay.
(2) Honestly does not accept liability for damage which results from you not having notified your new details in due time.
§ 5 Services Offered and Availability of the Website
(1) Honestly provides various different information services and other Services on the Website for a limited period of use depending on the access you have chosen (basic access or premium access). Some of the Services provided on the Website are free of charge and others are provided for a fee. Paid Services are marked as such.
(2) For the paid access as well as for all paid Services (including those available in the basic access package), Honestly warrants, where this falls within its area of responsibility, that they will be available for 99 % of the time on average over a month. The calculation of the availability shall not include the regular maintenance period for the Website which takes place every Sunday between 1:00 and 6:00 hours. Moreover, the right to use the Services provided on the Website only applies within the framework of what Honestly is able to provide from a technical and operational point of view. Honestly shall endeavour to ensure that its Services can be used with as few interruptions as possible. However, technical disruptions (e.g. interruption of the power supply, hardware and software errors, technical problems with the data lines) can lead to temporary restrictions of interruptions.
§ 6 Amendments to Services
Honestly has the right to change the free Services provided on the Website at any time, to make new Services available for free or for a fee and to cease to provide free Services. Honestly shall take your legitimate interests into account when making such changes.
§ 7 Scope of Permitted Use, Monitoring the Use Activities
(1) Your right of use is limited to access to the Website as well as to use of the respective Services available on the Website in the framework of the provisions of these General Terms and Conditions.
(2) You yourself are responsible for ensuring that you meet all of the technical requirements which lie within your area of responsibility necessary for contractual use of the Services. Honestly does not owe you any advice or services in the respect.
(3) Honestly wishes to inform you that your use activities can be monitored within the framework of what is permitted by statute. This also includes, where appropriate, logging IP connection data and recording the course of conversations as well as examining them where there is a specific indication of a breach of the General Terms and Conditions and/or where there is a specific indication of another illegal act or a criminal offence.
§ 8 Use of Paid Services
(1) Before you enter into a contract, Honestly will provide you with an overview of the Services and the costs which will be incurred as well as the term of the contract.
(2) All fees listed are net prices and the statutory value added tax at the rate currently applicable is payable on top.
(3) The fee for the Service owed under the contract shall be invoiced in accordance with the respective contractual agreement.
(4) In the event of default, Honestly has a right to claim default interest in the amount of 9% above the base rate if the Subscriber does not prove a lower or Honestly a higher level of damage.
(5) You will only be entitled to offset claims if your claims are undisputed or have been established by a court of law. You can only exercise a right of retention if the claim is based on the same contractual relationship and if the counterclaim concerned is undisputed or has been established by a court of law.
(6) Termination is possible up to one month before expiry of the term and the notice of termination must be sent to Honestly in writing.
§ 9 Receipt of User Notifications, Rights of Use
(1) Users have the possibility of sending you notifications. Notifications can be in anonymised form or with the user's data.
(2) Unless these General Terms and Conditions permit or the Website expressly permits further-reaching use or the Website makes further-reaching use possible as a result of a particular functionality, you may only call up and view online the content available on the Website to answer the notification or to amend and/or improve your offers and your service quality. This right of use is restricted to the term of your contractual subscription. You are not permitted to process, change, translate, show or demonstrate, publish, exhibit, reproduce or disseminate the content available on the Website in whole or in part. Removing or changing copyright notices, logos or other marks or protective notices is also prohibited.
(3) Your mandatory statutory rights remain unaffected.
(4) Publication is only permitted in the framework of the possibilities offered by Honestly and with certain technical restrictions. You may not therefore publish user notifications yourself on your website or elsewhere.
§ 10 Sending Notifications to Users
(1) By sending notifications to users, you grant Honestly on each occasion a free and transferrable right of use in the relevant content,
especially to store the content on Honestly's server as well as to make it available on the mobile telephone of the user and to process and reproduce the content to the extent that this is necessary for the purpose of transmitting and displaying the relevant content.
(2) You are fully responsible for the content you enter yourself. Honestly does not check whether the content is complete, accurate, legal or up-to-date or whether it is of a certain quality or is suitable for a specific purpose. You therefore declare and warrant as against Honestly that you are the sole owner of all rights in the notifications you send or are otherwise authorised (e.g. as a result of having been granted valid permission by the right holder) to put the content on the Website and to grant the rights of use and exploitation in accordance with (2).
§ 11 Limitation of Liability
(1) Honestly is liable without limitation for damage caused by Honestly or its statutory representatives, key employees or its vicarious agents with intent or gross negligence.
(2) In cases of slight negligence, Honestly shall not be liable unless there is a breach of essential contractual duties (obligations which must be performed in order for the contract to be properly performed at all and on the observation of which the contracting partner regularly relies and is entitled to rely). Honestly's liability for damage caused by slight negligence is limited to damage which must be typically expected in the framework of the respective contractual relationship (damage foreseeable for the type of contract). This also applies to slightly negligent breaches of duty by Honestly’s statutory representatives, key employees or vicarious agents.
(3) This limitation of liability does not apply in cases of fraud, injuries to life, body or persons, breaches of warranties or to claims arising from product liability.
§ 12 Warranty Claims
(1) If mobile end devices are leased or sold by Honestly, you as
participating purchaser or lessee of the items are entitled to the respective statutory warranty rights. Commercial customers must check the purchased mobile end devices and notify any defects without delay after receipt of the goods (section 377 of the German Commercial Code (Handelsgesetzbuch)).
(2) As far as type, scope and quality of the goods are concerned, only the information set out in the relevant contractual document is decisive. Any public or oral statements made by Honestly, the manufacturer or its statutory representatives or vicarious agents is not relevant for the agreed quality.
(3) For Services which Honestly provides to you as Subscriber, the relevant statutory provisions apply with respect to any warranty claims arising herefrom.
(4) The respective provisions agreed in the individual contracts also apply.
§ 13 Delivery, Passage of Risk, Retention of Title
(1) The mobile end devices purchased shall be delivered to the delivery address provided by the purchaser.
(2) The goods shall be delivered at the purchaser's risk. The risk of accidental loss and accidental deterioration of the goods shall pass to the purchaser when they are handed over.
(3) The goods shall remain the property of Honestly until full payment of the purchase price has been made.
§ 14 Use of Marks, Names and Logos
(1) You grant Honestly the right to use your company designation, name, marks and logos (hereinafter "Sign") in accordance with the following provisions.
(2) Honestly is entitled to make full use the Sign for advertising and presentation purposes. In particular, Honestly may present, display and publish the Sign for presentation and advertising purposes on the company's Website, in leaflets, flyers, newspapers, magazines, at trade fairs and at events of all kinds and use it for its own marketing purposes.
(3) You grant Honestly this right free of charge.
(4) You can revoke this right at any time by informing Honestly in writing.
(5) If you are not also the right holder, you declare that you are entitled and authorised to grant the right in accordance with section 12 subsections (1) to (3). You indemnify Honestly from any claims by the right holder, including the costs of legal defence, should the right holder bring claims against Honestly on the basis of a lack of authority to use the rights.
(6) If, on your instructions, Honestly produces or has produced by third parties advertising material with your Sign on it, you grant Honestly the rights necessary in the Sign.
§ 15 Data Protection
(1) The personal data which you have voluntarily provided as Subscriber in the framework of the contractual relationship shall be used exclusively in line with the requirements of the Federal Data Protection Act (Bundesdatenschutzgesetz - BDSG), the German Telemedia Act (Telemediengesetz - TMG) and the General Data Protection Regulation (GDPR).
(2) All rights and duties of Honestly and you as Subscriber relating to questions of data protection shall be governed by the Agreement on Data Protection and Data Security in Processing Relationships in accordance with Art. 28 of the GDPR/section 11 of the German Federal Data Protection Act and agreed between the parties. This shall be provided to the Subscribers separately when the contract is concluded.
(3) For the use of Honestly's Website, the collection and processing of user data shall be in accordance with the Data Protection Notice which can be viewed at www.honestly.de/impressum
§ 16 General Provisions
(1) Honestly has a right to involve third parties as subcontractors for performance of the contract.
(2) Unless these General Terms and Conditions expressly state otherwise, all declarations submitted in the framework of use of Honestly's Services, must be in writing. Honestly's e-mail address is firstname.lastname@example.org. Honestly's postal address is Hansaring 68-70, 50670 Köln. Honestly reserves the right to change the contact information. Honestly will inform you should it make such a change.
(3) Should a provision of these General Terms and Conditions be or become invalid, this shall not affect the validity of the other provisions. In place of the invalid provision, a valid provision shall be deemed agreed which reflects, as closely as possible, the economic intention of the parties. The same applies for the event that these General Terms and Conditions should contain a lacuna.
(4) These General Terms and Conditions are subject to the law of the Federal Republic of Germany excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
(5) The exclusive place of jurisdiction for all disputes arising from these General Terms and Conditions and contracts concluded with Honestly during the course of business is the place where Honestly's headquarters are located.