Terms of Use for WorkFlow BASIC and WorkFlow PRO  (North America)

 

I. General Provisions

1. Contents of the Terms of Use

(1)             This document establishes the rights and obligations assigned to the User and ALIAXIS DEUTSCHLAND GmbH, Steinzeugstrasse 50, D-68229 Mannheim (hereinafter referred to as “ALIAXIS DEUTSCHLAND”), in relation to the use of “WorkFlow”.  WorkFlow is available in two different modules: a free “WorkFlow BASIC” module and a paid “WorkFlow PRO” module. In the “WorkFlow” mobile application (hereinafter referred to as the “WorkFlow App”), the WorkFlow BASIC version is also called “WorkFlow BASIC”, while the WorkFlow PRO version is referred to simply as “WorkFlow”. The scope of use for each specific module is detailed below. Some of the provisions set out in this document apply equally to both modules; where this is the case, both the WorkFlow BASIC and WorkFlow PRO modules are referred to collectively as “WorkFlow”.

(2) Both modules (WorkFlow BASIC and WorkFlow PRO) allow users to establish a connection to FRIAMAT fusion units, to control fusion units via WorkFlow and to transfer technical fusion data. WorkFlow can also be used for documentation purposes. WorkFlow PRO has a more extensive range of features compared to WorkFlow BASIC and also includes access to the WorkFlow Customer Portal: https://na-portal.aliaxis.com/portal/en. The scope of use for each specific module is detailed below.

(3) “Part I. General Provisions” applies to the use of both modules (WorkFlow BASIC and WorkFlow PRO). “Part II. Special Provisions for WorkFlow BASIC” applies to the use of the free WorkFlow BASIC module. “Part III. Special Provisions for WorkFlow PRO” applies to the use of the paid WorkFlow PRO module.

(4) Whenever the term “Corporate User” is used in this document, the definition found in Part III. Section 2 (2) and (3) applies.

(5) Purely in the interest of making these Terms of Use easier to read, only masculine pronouns have been used in relation to users. However, all such pronouns apply equally to all genders (female / male / other).

 

2. Priority of Contractual Agreements

The contractual agreements between ALIAXIS DEUTSCHLAND and the User shall apply in the following order of priority:

-        1: individually agreed additions and/or amendments to these Terms of Use;

-        2: the “Special Provisions” of these Terms of Use;

-        3: the “General Provisions” of these Terms of Use;

-        4: the General Terms of Use for the Customer Portal on aliaxis.de (including annexes); and

-        5: the legal regulations.

Any conflicting terms and conditions of the User shall not apply, unless ALIAXIS DEUTSCHLAND gives its express prior written consent. The current version of these Terms of Use can always be accessed and printed via the ALIAXIS DEUTSCHLAND website (www.aliaxis.de). For ease of reference, there is also a quick link to “General Terms and Conditions” at the bottom of the homepage.

 

 

 

3. Requirements for Use, Conclusion of Contract, User Obligations

(1) In order to use WorkFlow, the User must download and install “WorkFlow: Der digitale Schweißassistent” (hereinafter referred to as the “WorkFlow App”) on his mobile device. The WorkFlow App can be downloaded from the standard app stores for the following operating systems: Google Android and Apple IOS. ALIAXIS DEUTSCHLAND shall not be held responsible for any delays in the provision of the software by the respective app store; in such cases, the User shall not be entitled to assert claims against ALIAXIS DEUTSCHLAND or to terminate the licence agreement.

(2) In order to use WorkFlow, the User must register in the WorkFlow App by providing at least the required information. This includes his first and last name, his email address and his country of habitual residence. The User must reconfirm the email address he has provided (double opt-in method). If the User does not provide this required information, he shall not be able to use the WorkFlow App.

(3) Registration for WorkFlow – irrespective of the module – is reserved exclusively for legal and natural persons acting in the exercise of their trade, business or profession (i.e. “traders”, as defined in Section 310 (1) of the German Civil Code [BGB]), as well as for legal persons incorporated under public law or investment funds under public law. Any natural persons who register to use WorkFlow must be at least 18 years of age at the time of registering. The modules are not intended for personal use; this is strictly prohibited. Section 312i (1) No. 1-3 BGB German Civil Code is explicitly waived by mutual agreement.

(4) By simply making the WorkFlow App available via the Internet or app stores, ALIAXIS DEUTSCHLAND shall not be deemed to have made a binding offer to enter into a licence agreement.

(5) In order to access and use the WorkFlow App, the User must also agree to these Terms of Use and acknowledge the Privacy Policy. The latest version of the Privacy Policy can always be accessed at the bottom of the following page: https://na-portal.aliaxis.com/portal/en. The User shall confirm receipt of the Privacy Policy by ticking the relevant check-box during the online registration process.

(6) ALIAXIS DEUTSCHLAND shall provide information about updates in the “WorkFlow” section of its website (www.aliaxis.de). The User shall be free to download and install each update via the app store. If the User does not install an update provided by ALIAXIS DEUTSCHLAND via the relevant app store, ALIAXIS DEUTSCHLAND shall not be held liable for any deviations from the contractually agreed condition of the WorkFlow App due to the User’s failure to install the relevant update.

(7) ALIAXIS DEUTSCHLAND shall inform the User by email about new content, changes to the Terms of Use and other aspects related to the use of the Customer Portal and the WorkFlow App; any such information shall be sent to the email address provided by the User during the registration process. This email address shall also be used by ALIAXIS DEUTSCHLAND to send all order confirmations and invoices in a paperless, unencrypted form. The User hereby explicitly agrees to this.

(8) The information provided by the User must be complete and correct. If the User’s data changes over the course of the user relationship, the User must promptly rectify the relevant data in his account settings and/or personal settings within the Customer Portal.

(9) In contrast to the WorkFlow BASIC module, the User may only register for the paid WorkFlow PRO module by registering in the ALIAXIS DEUTSCHLAND Customer Portal and entering an activation key (see Part III. Section 2 (1) below).

 

4. WorkFlow Content and Features

(1) Both WorkFlow modules (WorkFlow BASIC and WorkFlow PRO) share the same basic features, which are listed below. WorkFlow PRO also contains additional features (see Part III. Section 1. Extended Features in WorkFlow PRO); the basic features enable the User to:

a)     connect the WorkFlow App to FRIAMAT fusion units and control the fusion units via the WorkFlow App;

b)     collect and document component, fusion and/or installation and location data in the WorkFlow App on a mobile device (e.g. smartphone, laptop, tablet);

c)      record, collect, store and sort technical project data in a project profile in the WorkFlow App;

d)     access further product information (e.g. component data) via the WorkFlow App;

e)     transfer technical fusion data to the WorkFlow App;

f)       add photographs, location data and comments in the WorkFlow App; and

g)     generate a summary of all data in the form of processing documentation.

(2) ALIAXIS DEUTSCHLAND shall have no control over the completeness, correctness and relevance of any content that (Company) Users upload, organise and manage via the WorkFlow App.

(3) ALIAXIS DEUTSCHLAND shall exercise the usual care when selecting and updating the services included in WorkFlow PRO und WorkFlow BASIC. The User must report any defects or faults in the WorkFlow App immediately.

(4)   ALIAXIS Deutschland has no control over the completeness, correctness or relevance of any content that is uploaded, organized and managed by users, corporate user via the “WORKFLOW” App or “WorkFlow” web module.

(4) When the User downloads the WorkFlow App, ALIAXIS DEUTSCHLAND shall grant the User a non-exclusive, non-transferable right – limited to the term of the licence agreement – to use the WorkFlow App on mobile devices to the extent agreed in these Terms of Use. The User shall not be permitted to modify or adapt the WorkFlow App, in whole or in part, nor shall the User be permitted to create any derivate works or to reverse engineer, decompile or disassemble the WorkFlow App or to determine the source code in any other way. The provisions of paragraph (4) above shall be without prejudice to any mandatory provisions, in particular those set out in Sections 69d and 69e of the German Act on Copyright and Related Rights (UrhG).

 

5. Changes to Module Content / Terms of Use

(1) ALIAXIS DEUTSCHLAND shall endeavour to further develop the WorkFlow App, as well as its content and features. ALIAXIS DEUTSCHLAND reserves the right to change these Terms of Use with future effect, provided the changes are reasonable, taking into account the interests of users and ALIAXIS DEUTSCHLAND. This shall be the case in particular if the changes in question do not bring about any economic disadvantages for the User, for example if the entire WorkFlow App or either of its two modules (WorkFlow BASIC and WorkFlow PRO) are updated in line with the state of the art, if changes are made to optimise the system, particularly in the interest of improving user friendliness, or if changes are made to content because this is necessary to correct mistakes, to update and supplement information, to optimise the programme, for licensing reasons or to expand the module content at no additional cost for the User.

(2) Any amendments or additions to be made to these Terms of Use at no additional cost for the User shall be announced and offered to the User by email at least four weeks before they are due to take effect (effective date); this information shall be sent to the email address provided during the registration process and shall also be displayed in the WorkFlow App. The User shall be deemed to have agreed to the changed Terms of Use if he continues to use the App after the announced effective date of the change. ALIAXIS DEUTSCHLAND shall inform the User separately of this consequence in its offer. If agreed, ALIAXIS DEUTSCHLAND shall base the User’s continued use of the WorkFlow App on the amended version of the Terms of Use, the amended version of any special terms of use or contractual provisions and any new terms and conditions.

 

 

 

6. Responsibility for Log-In Details and Access; Obligations to Cooperate

(1) All log-in details, including passwords, must be kept secret by the User; this data must not be made accessible to unauthorised third parties under any circumstances. All passwords assigned by ALIAXIS DEUTSCHLAND must be immediately changed to passwords that are only known to the User.

(2) The User shall be responsible for ensuring that the WorkFlow App and its features are only accessed and operated by users who (a) have been authorised or instructed to use the App by the Corporate User and (b) have been activated in the system by the Corporate User.

(3) The User must take appropriate measures to prevent unauthorised third parties from accessing the WorkFlow App and its features. He must immediately notify ALIAXIS DEUTSCHLAND of any unauthorised use of log-in details. The User shall be held liable for any misuse of log-in details for which he is responsible.

(4) The User must not use any devices, products or other means designed to circumvent or overcome the technical measures implemented by ALIAXIS DEUTSCHLAND in the WorkFlow App or on the ALIAXIS DEUTSCHLAND website, in particular those used in the registration and order process. If the WorkFlow App is misused, ALIAXIS DEUTSCHLAND shall be entitled to block the User’s access immediately. ALIAXIS DEUTSCHLAND reserves the right to assert further rights and claims, particularly the right to terminate the licence agreement without notice for compelling reasons and to claim damages.

(5) The User shall be responsible for ensuring that the technical requirements for accessing and using the WorkFlow App are continuously met within his own sphere of influence, particularly with regard to the hardware and operating system software used, his Internet connection and his current browser software. The User shall be obliged to take the necessary precautions to secure his own systems, in particular by using customary security settings for browsers and mobile phones, as well as modern protective mechanisms for warding off malware.

(6) The User must regularly back up the data and content uploaded to the WorkFlow App on his own systems (e.g. by using the export function in the portal) and must create back-up copies.

(7) The User’s content and/or the content provided in the WorkFlow App (e.g. component data) may be subject to export control laws, standards, regulations or restrictions and national security controls in the Federal Republic of Germany, the European Union and/or the United States of America. The User shall be obliged to observe any potential restrictions in this regard and, if necessary, to independently obtain the necessary permits. The User shall release ALIAXIS DEUTSCHLAND from all consequences resulting from the violation of this provision. In particular, the User shall check and ensure that

a)     content, documentation and information is not used for any purposes related to armaments, nuclear weapons, weaponry or other military affairs;

b)     none of the companies or persons named in the Denied Persons List receive goods, software or technology of US origin;

c)      none of the companies or persons named in the Warning List, Entity List or Specially Designated Nationals List receive products of US origin without prior approval; and

d)     any early warnings issued by the competent German authorities are heeded.

 

7. Blocking Access

(1) ALIAXIS DEUTSCHLAND may temporarily or permanently block access to all or part of the WorkFlow App at its own discretion if there are concrete indications to suggest that these Terms of Use and/or applicable law are being or have been violated.

(2) When deciding whether to block access, ALIAXIS DEUTSCHLAND shall take due account of the User’s legitimate interests. If the User repeatedly violates these Terms of Use despite being warned, ALIAXIS DEUTSCHLAND reserves the right to permanently block access, terminate the licence agreement without notice and ban the User from the WorkFlow App in the future.

(3) If the User’s access authorisation is blocked temporarily or permanently, the User shall be notified accordingly by email.

(4) If the User’s access authorisation is blocked temporarily, it shall be reactivated after the blocking period has expired or after the reason for the blocking has ceased to exist; the User shall be notified accordingly by email.

(5) Once the User’s access authorisation has been blocked permanently, it cannot be restored. In such cases, a new booking shall be required. However, the (Company) User shall not be legally entitled to have the new booking accepted.

 

8. Licence Term; Termination

(1) The agreed term of the WorkFlow BASIC licence is specified in Part II. Section 2 below; the agreed term of the WorkFlow PRO licence is set out in Part III. Section 4.

(2) The licence agreement may not be terminated ordinarily during its term.

(3) However, the parties reserve the right to terminate the licence agreement without notice for compelling reasons. They shall have a particularly compelling reason in the following cases (not an exhaustive list):

a)     if insolvency proceedings or the like are opened against either party’s assets, if either party files for bankruptcy, or if such proceedings are rejected due to a lack of assets;

b)     if an extract from the commercial register shows that either party’s company has been removed due to insolvency, or if a decision to liquidate the company has been entered in the commercial register; or

c)      if either party seriously and culpably breaches their contractual obligations in such a way that the terminating party cannot be reasonably expected to continue the licence agreement until the next possible termination date.

(4) In the cases detailed in point c) of paragraph (3) above, the licence agreement may only be terminated after a two-week grace period to be set in writing, starting from the moment the letter requesting the rectification of the breach is received, has expired to no avail.

(5) The licence agreement must always be terminated in writing. The above period shall be calculated according to the date on which the notice of termination is received.

 

9. Termination of Use

(1) Once the licence agreement has been terminated for whatever legal reason, the User shall no longer be able to access the module and the associated features of the WorkFlow App. Once the contractual relationship has ended, the User shall not be permitted to continue using the WorkFlow App unless he enters into a new licence agreement with ALIAXIS DEUTSCHLAND.

(2) Before the end of the termination period, the User must take appropriate measures at his own expense to back up any data and content he has uploaded to the WorkFlow App (e.g. by downloading it from the system), as the User shall no longer be able to access the system after the termination period.

(3) Any personal data stored in the system shall be anonymised or deleted 30 days after the data has been returned / downloaded and the use of the system has ended, unless the User reports within this period that the data provided is illegible or incomplete. The personal data shall be deleted immediately, unless this cannot be done due to certain legal regulations and/or retention requirements. Any such data shall continue to be stored for the duration of the retention period or the other legal requirement.

(4) The User shall be solely responsible for observing retention periods under commercial and tax law.

(5) Once any statutory retention periods have expired, ALIAXIS DEUTSCHLAND shall be entitled to irretrievably delete or anonymise all data created within the scope of the licence agreement.

(6) ALIAXIS DEUTSCHLAND shall be entitled to permanently store and process content uploaded by the User when using the WorkFlow App that does not contain any personal data (especially log data / files, fusion data, location data, statistics and other technical data) for the purpose of providing technical support, conducting analysis, developing new products and services, observing reporting obligations, monitoring the competition, compiling statistics, and developing the WorkFlow App and other modules.

(7) ALIAXIS DEUTSCHLAND shall not hold any rights of retention or a lessor’s security right, as described in Sections 562 and 578 BGB German Civil Code, with regard to the User’s data.

 

10. Protection of Content, Responsibility for Third-Party Content

(1) The content provided by either ALIAXIS DEUTSCHLAND or third parties is protected under copyright, trademark or competition law or by other intellectual property rights; it is either owned by ALIAXIS DEUTSCHLAND, its contractual partners or other third parties who make the content available or upload it to the WorkFlow App for project management purposes. The User shall be prohibited from exploiting, using, supplementing, selling, leasing or duplicating the WorkFlow App in any way without the prior written consent of ALIAXIS DEUTSCHLAND.

(2) Trademarks, company logos, other identifiers or protective notices, copyright notices, serial numbers and other identifying features must not be removed or altered, either in an electronic format or printouts. The User may only use the content of ALIAXIS DEUTSCHLAND in accordance with these Terms of Use or the Terms of Use for the Customer Portal. Rights of use that may be exercised on the basis of statutory licences, particularly in accordance with Section 60a et seq. UrhG, shall not be granted in these Terms of Use, nor shall they be affected by them.

(3) The WorkFlow App and its associated features may contain third-party content over which ALIAXIS DEUTSCHLAND has no control. As ALIAXIS DEUTSCHLAND does not check the completeness, correctness or legality of third-party content, it shall assume no responsibility or guarantee for the completeness, correctness, legality or relevance of such third-party content. This also applies to the quality of third-party content and its suitability for a specific purpose. The User must therefore run a plausibility check to determine whether the content is suitable for the intended use.

(4) The WorkFlow App and/or its content may also contain links to external third-party websites over which ALIAXIS DEUTSCHLAND has no control. ALIAXIS DEUTSCHLAND can therefore assume no guarantee for such third-party content, particularly any content linked by the User. The providers or operators of pages linked by ALIAXIS DEUTSCHLAND shall be responsible for their own content. ALIAXIS DEUTSCHLAND cannot be reasonably expected to permanently monitor the content of such linked pages without any indication of a specific infringement. If ALIAXIS DEUTSCHLAND becomes aware of any legal violations, it shall immediately remove the offending links.

(5) Whenever content is uploaded by the User, he shall guarantee that he holds the rights of use / exploitation and any other authorisations needed to use such content in the WorkFlow App.

 

11. User Behaviour and Rights of Use / Advertising

(1) In accordance with these Terms of Use, the User shall be granted a simple, non-exclusive and non-transferable right – limited to the term of the licence agreement – to use the WorkFlow App to the chosen extent (WorkFlow BASIC module or WorkFlow PRO module) for his own documentation / project management purposes as part of his entrepreneurial, commercial or official activities. The User must not lease or sublet his log-in details or make them available to third parties in any other way, either free of charge or for a fee.

(2) The User must respect the rights of ALIAXIS DEUTSCHLAND and third parties when using the WorkFlow App, in particular by observing the following provisions: 

a)     The User shall observe moral standards and the industrial property rights, copyrights, personal rights, property rights or other rights of third parties or ALIAXIS DEUTSCHLAND (see Section 8 of the General Terms of Use for the Customer Portal – “Protection of Content, Third-Party Content”).  ALIAXIS DEUTSCHLAND shall not waive its right to be identified as the author of any log files / export files in accordance with Section 13 UrhG. The User shall not remove any copyright notices belonging to ALIAXIS DEUTSCHLAND or third parties. 

b)     The User shall refrain from using the import / export function to import, export, share or otherwise introduce any malware and/or illegal content (see Section 5 of the General Terms of Use for the Customer Portal).  

c)      The User shall refrain from using the WorkFlow App or the connected storage media to save any content that he is obliged to keep confidential.

d)     The User shall also refrain from using the WorkFlow App for any form of advertising.

(3) When using the WorkFlow App, depending on the agreed scope of the module, the User may upload and manage content protected by copyright or other protective laws (especially log data / files, location data, statistics and other technical data). The User hereby transfers ALIAXIS DEUTSCHLAND and its affiliated enterprises the simple, non-exclusive right to exploit such uploaded content as additional consideration for the use of the WorkFlow module and WorkFlow App. The parties hereby agree that Section 69b UrhG shall apply accordingly to any creative work performed by the User when using the WorkFlow module (including content such as files, drawings, etc.), unless other industrial property rights are in place. The relevant economic rights shall be transferred to ALIAXIS DEUTSCHLAND and its affiliated enterprises, enabling them to use such creations for their own commercial purposes. Any such content that the User uploads to the WorkFlow App may be stored and evaluated by ALIAXIS DEUTSCHLAND and its affiliated group companies for the purpose of providing technical support, developing new products and services, compiling statistics and developing the WorkFlow App and other modules.

 (4) The User shall also expressly allow ALIAXIS DEUTSCHLAND to evaluate the content uploaded by the User to promote its own sales (product analysis). The User may object at any time to the use of personal data for ALIAXIS DEUTSCHLAND’s promotional activities (e.g. mailings) to the extent permitted by data protection law.

(5) If the User is subject to specific confidentiality regulations, he must explicitly inform ALIAXIS DEUTSCHLAND of this before entering into the licence agreement. The parties may then draw up a separate non-disclosure agreement.

 

12. Data Protection

If necessary, the parties shall enter into a separate data processing agreement for the licence agreement in accordance with the General Data Protection Regulation (GDPR).

 

13. Warranty; Availability

(1) ALIAXIS DEUTSCHLAND warrants that “Workflow” and the associated range of services, will perform in conformance with the documentation associated with the applicable services. In the event of any breach of this warranty by ALIAXIS DEUTSCHLAND shall use commercially reasonable efforts to promptly repair the affected services to make them conforming. ALIAXIS DEUTSCHLAND however (a) disclaims all implied warranties, including but not limited to merchantability, fitness for a particular purpose, and title; and (b) does not warrant that “Workflow” and the associated range of services, are or will be error-free or meet customer’s requirements. Customer has no right to make or pass on any representation or warranty on behalf of ALIAXIS DEUTSCHLAND to any third party.. Unless otherwise specified below, the statutory warranty regulations shall apply.

(2) In order to use the WorkFlow App, the User must have a stable Internet connection. ALIAXIS DEUTSCHLAND cannot guarantee that the WorkFlow App will remain connected to the Internet at all times.

 

14. Liability, Limitation Period, Indemnification

(1) ALIAXIS DEUTSCHLAND shall be held liable under the statutory provisions for any damage resulting from injury to life, limb or health or resulting from its own intentional actions or gross negligence.

(2) IN THE CASE OF A SLIGHTLY NEGLIGENT BREACH OF DUTIES WHICH HAVE TO BE FULFILLED TO ENABLE THE CONTRACT TO BE PROPERLY PERFORMED IN THE FIRST PLACE AND ON THE OBSERVANCE OF WHICH THE CONTRACTUAL PARTNER MAY REGULARLY DEPEND (ESSENTIAL CONTRACTUAL DUTIES), ALIAXIS DEUTSCHLAND’S LIABILITY SHALL BE LIMITED TO THE TYPICALLY FORESEEABLE DEGREE OF DAMAGE. ALIAXIS GERMANY SHALL OTHERWISE NOT BE HELD LIABLE FOR SIMPLE NEGLIGENCE. Notwithstanding the above, ALIAXIS DEUTSCHLAND shall accept any liability to be assumed under the German Act on Liability for Defective Products (ProdHaftG). The above limitations of liability shall also apply to any breaches of duty committed by the legal representatives or vicarious agents of ALIAXIS DEUTSCHLAND. If ALIAXIS DEUTSCHLAND’s liability is excluded under the above provisions, this shall also apply to the personal liability of its employees and vicarious agents.

(3) ALIAXIS DEUTSCHLAND shall only be liable for data loss in accordance with the above paragraphs if such a loss could not have been avoided even if the User had taken appropriate back-up measures.

(4) The User hereby assures ALIAXIS DEUTSCHLAND that he shall not infringe any third-party rights by uploading content and that no such rights shall be violated by the uploaded content itself. The User shall be solely responsible for the contents of any linked pages found in the content he uploads. The User shall indemnify ALIAXIS DEUTSCHLAND at first request against any third-party claims – including any claims asserted by competent authorities and fines – due to the infringement of third-party property rights by the User; the User shall also assume the reasonable costs incurred for ALIAXIS DEUTSCHLAND’s legal defence.

 

15. Force Majeure

(1) In the event of force majeure, the parties shall be released from their contractual duties for the duration of the hindrance.

(2) “Force majeure” means an event occurring outside the company which is caused by external elementary forces of nature or by the actions of external third parties, which is unforeseeable according to human insight and experience, which cannot be prevented or rendered harmless by economically acceptable means even with the utmost care to be reasonably expected under the circumstances, and which is not to be accepted in light of its frequency.

(3) The parties may terminate the licence agreement if an incident of force majeure lasts longer than one month and the parties are unable to agree on an appropriate amendment to the licence agreement.

 

16. Final Provisions – General Part

(1) In the event of any questions relating to the interpretation of these Terms of Use, and in the event of any disputes arising from or in connection with these Terms of Use, German law shall apply exclusively; the United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply, nor shall provisions on the conflict of laws.

(2) The WorkFlow App is operated and managed by Aliaxis Deutschland GmbH. It meets the legal requirements applicable at Aliaxis Deutschland GmbH’s headquarters. ALIAXIS DEUTSCHLAND cannot guarantee that information, software and documentation associated with the WorkFlow App – and the actual use of the WorkFlow App – are also legally permissible in other countries. The User shall be personally responsible for monitoring and ensuring compliance with the legal provisions at his own location.

(3) The licence agreement shall be concluded in German. Any translations of the terms and conditions or contents into other languages shall be provided solely for informational purposes. In the event of contradictions between the original German text and a translation, the German text shall take precedence.

(4) If the User is a merchant, a legal person incorporated under public law or an investment fund under public law, or if the User does not have a general place of jurisdiction in Germany, the sole place of jurisdiction for any disputes arising from or in connection with these Terms of Use shall be Mannheim. If the User does not have a general place of jurisdiction in Germany, ALIAXIS DEUTSCHLAND also reserves the right to take legal action before any other competent courts.

(5) No side agreements have been made. Any additions and amendments to the licence agreement must be made in writing. This written form requirement may only be waived by agreement.

(6) If a provision contained in these Terms of Use proves to be ineffective, this shall have no bearing on the effectiveness of the remaining provisions. In such cases, ALIAXIS DEUTSCHLAND and the User shall be obliged to work together to establish a legally effective clause that comes as close as possible to the economic intentions of the original ineffective provision. The above applies accordingly when it comes to closing any loopholes.       

 

II. Special Provisions for WorkFlow BASIC

In addition to the provisions set out in Part I (“General Provisions”), the use of the WorkFlow BASIC module is also subject to the following terms and conditions.

 

1. Special Terms of Use for WorkFlow BASIC

(1) WorkFlow BASIC can be used free of charge.  The scope of use for the WorkFlow BASIC module is described in Part I. Section 4 above.

(2) If the User opts to generate a summary of all data in the form of processing documentation in the WorkFlow BASIC module (see Part I. Point g) of Section 4 above), the User’s data shall be transferred to an ALIAXIS DEUTSCHLAND server, processed there and made available for download in a range of formats (currently as a PDF, CSV, photo or text file). A download link shall then be sent to an email address to be provided by the User. This download link shall remain active for up to 30 days. The scope of use and range of features in the WorkFlow App shall depend on the configuration and performance of the User’s mobile device.

(3) In order to use the free WorkFlow BASIC module, the User must have a stable Internet connection and the IT systems running in the background must also be functioning as intended. ALIAXIS DEUTSCHLAND shall assume no liability for the permanent availability of WorkFlow BASIC.

(4) ALIAXIS DEUTSCHLAND expressly reserves the right to supplement or amend its terms and conditions regarding the free use of WorkFlow BASIC at any time.

(5) If ALIAXIS DEUTSCHLAND decides to stop providing and/or operating WorkFlow BASIC free of charge in the future, ALIAXIS DEUTSCHLAND shall inform the User at least four weeks in advance by sending him an email and by posting an announcement in the WorkFlow BASIC module within the WorkFlow App.

2. Licence Term; Termination of WorkFlow BASIC

(1) Unless explicitly agreed otherwise during the booking process in the Customer Portal (https://na-portal.aliaxis.com/portal/en or in the WorkFlow App, the licence term shall begin when the User installs the WorkFlow App and registers by providing the required information. The licence term shall end at the latest when the User uninstalls the WorkFlow App from his mobile device or actively deletes his user account.

(2) Otherwise, the provisions set out in Part I. (“General Terms of Use”) apply with regard to the licence term and termination of WorkFlow BASIC.

 

3. Liability for Material Defects and Defects in Title for WorkFlow BASIC

(1) The use of the WorkFlow BASIC module is currently free of charge. ALIAXIS DEUTSCHLAND shall not be held liable for any material defects or defects in title affecting the associated information, software or documentation; in particular, it shall not be liable for ensuring that this is correct, complete, usable, free from errors, and free from third-party intellectual property rights and copyrights. However, this exclusion of liability does not apply to intent and fraud.

(2) ALIAXIS DEUTSCHLAND shall assume no liability for the correctness or completeness of the documentation contained in WorkFlow BASIC.

(3) This exclusion of liability does not apply to liability under the ProdHaftG, nor does it apply to liability due to intentional or grossly negligent acts, due to injury to life, limb or health, due to the assumption of a guarantee for certain qualities, due to the fraudulent concealment of a defect or due to the breach of essential contractual duties.

(4) In the event of a breach of essential contractual duties, however, compensation shall be limited to the foreseeable degree of damage that typically occurs for the type of contract in question, except in cases of intent or gross negligence.

(5) ALIAXIS DEUTSCHLAND shall assume no liability for the fact that the free WorkFlow BASIC module is free of viruses and malware. Nevertheless, ALIAXIS DEUTSCHLAND shall take all state-of-the-art precautions to prevent WorkFlow BASIC from becoming infected with malware.

 

III. Special Provisions for WorkFlow PRO

In addition to the provisions set out in Part I. (“General Provisions”), the use of the paid WorkFlow PRO module (referred to simply as “WorkFlow” in the WorkFlow App) is also subject to the following terms and conditions.

 

1. Extended Features in WorkFlow PRO

(1) WorkFlow PRO shares the same basic features as those contained in the WorkFlow BASIC module (see list in Part I. Section 4 (1) above). (2) If the User opts to generate a summary of all data in the form of processing documentation (see Part I. Point g) of Section 4 (1) above) in the WorkFlow PRO module (unlike in WorkFlow BASIC), the User’s data shall be synchronised with an ALIAXIS DEUTSCHLAND server and then made available in the WorkFlow Customer Portal for further processing.

WorkFlow PRO also contains additional features allowing the User to:

a)     forward / share project data with other project members who use the ALIAXIS Customer Portal with a WorkFlow PRO subscription;

b)     record other pipeline components in addition to electrofusion welding fittings, e.g. mechanical fittings, pipes and other assets (independent of material and manufacturer);

c)      create and work on group projects in the WorkFlow module via app or web;
assign users to specific projects and manage authorisations; and

d)     create and synchronise project-related component sketches in the WorkFlow App and export them in PDF format.

This means that WorkFlow PRO enables corporate users to create a project profile in which to gather, store and sort technical project data and information, which can also be recorded via the WorkFlow App, and to share this data and information with other project members who are also corporate users of the ALIAXIS Customer Portal with a WorkFlow PRO subscription.

(2)             WorkFlow PRO is constantly being developed and improved. In the future, the module may contain features that are not currently shown in these Terms of Use. The current range of features can always be found in the online product catalogue on the ALIAXIS DEUTSCHLAND website.

(3) WorkFlow PRO does not contain any features allowing users / project members to conclude or manage project contracts with one another. Any contracts concluded by corporate users with their project partners or other corporate users in relation to a project shall not fall within the scope of these Terms of Use, nor shall ALIAXIS DEUTSCHLAND become a contractual partner of corporate users in relation to projects or project contracts for which data can be organised and managed by corporate users via WorkFlow.

(4) The features provided by ALIAXIS DEUTSCHLAND in WorkFlow PRO are designed to make it easier to manage technical project data and facilitate communication within teams. The release function for project data in WorkFlow PRO is not intended to facilitate the formal acceptance of products or services under contract law or the submission of any other binding contractual declarations between project members.

 

2. Special Terms of Use for WorkFlow PRO

(1) WorkFlow PRO is subject to a fee. Anyone who is interested in using WorkFlow PRO may request a quote from their customer advisor. The prices stated in the quote shall be based on the service specification and price list applicable at the start of the licence term (plus the applicable rate of value added tax). After accepting the quote, the user shall receive an invoice and delivery note by email. Both documents shall contain an activation key.

(2) In order to use the WorkFlow PRO module, the User must not only download and install the WorkFlow App on his respective mobile devices and purchase an activation key, but must also register in the Customer Portal (https://na-portal.aliaxis.com/portal/en), unless the User is already registered there. During the registration process, the User must provide his company address and company telephone number in addition to the minimum information specified in Part. I. Section 3 (1) above. After logging in to the Customer Portal and selecting the “WorkFlow” application, the User shall be redirected to the WorkFlow module. When selecting this application for the first time, the User shall be prompted to enter the activation key. Once this has been done, the User shall be registered as a Corporate User and may use the module within the scope of the licence agreement. The User must activate the WorkFlow module no later than 6 months after receiving the activation key.

(3) The person who creates a Corporate User for a company, as described in the preceding paragraph, shall be registered as that company’s administrator. As part of corporate user management, the administrator may invite other users (employees) to join the system as basic users by sending them an email link or by filling out a form; this may be done immediately after registration or at a later point in time. This means that the Corporate User should always be set up by a higher-level body within the organisation. All employees added in this way shall be activated in WorkFlow. The relevant authorisations may be edited at any time by the Corporate User’s administrator. The number of basic users that can be added shall depend on the scope of the user package booked in each case.

(4) The Corporate User hereby acknowledges and accepts that his “affiliated enterprises”, as defined in Section 15 et seq. of the German Stock Corporation Act (AktG), and other legally independent project members must register separately in the Customer Portal and WorkFlow PRO and that each must separately agree to these Terms of Use and book the WorkFlow PRO module.

(5) The licence fee needed to activate the WorkFlow PRO module for the specified term shall be due as soon as the module is ordered by the User. Payment shall be made by bank transfer. ALIAXIS DEUTSCHLAND reserves the right to introduce other payment methods, as determined for the booked package at the time the parties enter into the relevant licence agreement. The bank details shall be indicated in each invoice.

 

 

 

3. Reservation of Limited Trial Versions of WorkFlow PRO

(1) ALIAXIS DEUTSCHLAND reserves the right to provide the WorkFlow PRO module at a reduced price or free of charge for a limited period as part of a promotional trial. ALIAXIS DEUTSCHLAND shall determine whether the User is entitled to such an offer at its own discretion. ALIAXIS DEUTSCHLAND reserves the right to revoke a trial version and block access to the WorkFlow PRO module if it determines that the User is not entitled to such an offer.

(2) Any users who are currently trialling the WorkFlow PRO module or whose trial version has recently expired may be excluded from certain offers. ALIAXIS DEUTSCHLAND may access information that has already been used for existing or recently expired trial versions (e.g. device ID, payment method or email address) to determine whether the User is entitled to such an offer. The eligibility requirements shall be indicated alongside other restrictions and conditions in the registration form for the offer and in any other information that may be made available to the User (e.g. in the current schedule of fees and services).

(3) ALIAXIS DEUTSCHLAND also reserves the right to provide free trial versions for a limited period in such a way that a paid version of the package will be booked for a further 12 months immediately following the trial period unless the trial version is cancelled in text form (e.g. by email) or in the WorkFlow App at least two weeks before the end of the trial period.

 

4. Licence Term; Termination of WorkFlow PRO

(1) Unless explicitly agreed otherwise during the order process, the licence term agreed for the use of the WorkFlow PRO module shall be one year, starting from the moment the activation key is entered in the Customer Portal.

(2) The licence shall not be automatically extended at the end of the agreed term. However, the User may extend the licence by one year at a time by purchasing and entering a new activation key. Four weeks before the end of the licence term, the User shall be automatically notified by email that his licence is about to expire; this email shall be sent to the address stored in the system.

(3) The licence agreement may not be terminated ordinarily during its term.

(4) Otherwise, the provisions set out in Part I. (“General Terms of Use”) apply with regard to the termination of WorkFlow PRO.

 

5. Blocking Access to WorkFlow PRO

In addition to the provisions set out in Part I. Section 6, ALIAXIS DEUTSCHLAND shall be particularly entitled to block access to the WorkFlow PRO module if the User falls four weeks behind with the contractually agreed payments.

 

6. Changes to Paid Module Content in WorkFlow PRO

If the User is offered any changes to the terms and conditions for the paid content or features in WorkFlow PRO, and if it is not technically possible to use the new content or features separately from the existing WorkFlow PRO module, then in addition to Part I. Section 4 above, the User may either (a) agree to the new Terms of Use by actively confirming this in the WorkFlow App (check-box) or (b) terminate the part of the WorkFlow PRO module affected by the changes without notice and free of charge before the proposed effective date. ALIAXIS DEUTSCHLAND shall inform the User of this right of termination when communicating the proposed changes by email and when announcing the proposed changes in the WorkFlow App and in the Customer Portal.

 

 

 

7. Warranty for WorkFlow PRO

(1) ALIAXIS DEUTSCHLAND shall guarantee the functionality and operability of the WorkFlow App and its features in WorkFlow PRO in accordance with the following terms and conditions. Unless otherwise specified below, the statutory warranty regulations shall apply.

(2) ALIAXIS DEUTSCHLAND shall be liable for any defects in the WorkFlow module and memory space in accordance with the statutory warranty provisions applicable to leases (Section 536 et seq. BGB German Civil Code) with the proviso that, contrary to the provisions of Section 536a (1) BGB German Civil Code, it shall only be obliged to pay damages if it is responsible for the defect in question.

(3) The module shall be deemed to be defective if it does not perform the services contained in the description of its functions despite being used in accordance with the Terms of Use and if this has a significant effect on its suitability for the contractually agreed use.

(4) The User shall not be entitled to assert warranty claims in relation to WorkFlow PRO in the following cases:

a)     if there is only a minor deviation from the agreed quality of the product or a minor impairment of its usability;

b)     if a defect is caused by the User’s failure to comply with the Terms of Use for the module and WorkFlow App, as specified in the application documentation;

c)      if the User operates the systems incorrectly;

d)     if any hardware, software or other equipment is used that is not suitable for WorkFlow PRO;

e)     if the User fails to immediately report a defect and ALIAXIS DEUTSCHLAND is unable to rectify the situation as a result; or

f)       if the User was aware of the defect when entering into the licence agreement and did not explicitly reserve his rights.

(5) If a defect is reported by the User and the User’s warranty claims are not excluded, ALIAXIS DEUTSCHLAND shall be obliged to rectify the defect within a reasonable period by taking measures of its own choice. The User shall give ALIAXIS DEUTSCHLAND a reasonable amount of time and opportunity to rectify the defect. For this purpose, the employees and agents of ALIAXIS DEUTSCHLAND shall be granted free access to the User’s device, provided this is necessary to rectify the defect. 

(6) If ALIAXIS DEUTSCHLAND is unable to rectify the defect or fails in its attempt, if it culpably or unreasonably delays its rectification measures, if it seriously or definitively refuses to rectify the defect, or if the rectification of the defect is otherwise unreasonable for the User, then ALIAXIS Deutschland, acting reasonably, shall determine if any reduction of fee may be applicable to user for the impairment caused (“reduction”).. This shall be without prejudice to the User’s right to reclaim the overpaid part of the fee based on unjust enrichment.

(7) If the services offered in conjunction with the WorkFlow PRO module are services in the strict sense of the term under German law (e.g. support services), ALIAXIS DEUTSCHLAND shall be liable for defects in such services according to the rules stipulated in service contract law (Section 611 et seq. BGB German Civil Code).

 

 

Mannheim, Mai 2024