Scope of application
These General Terms and Conditions (these "Conditions") apply to
(a) Service contracts and any accepted order of the customer ("Customer") in relation to services of AirLST GmbH, Seitzstr. 23, 80538 Munich ("AirLST") and for the provision of the respective online portal for participant management at www.airlst.com or as a white label solution ("Portal") including the associated app ("AirLST App");
(b) Framework agreements between the customer and AirLST concerning the use of the portal and the AirLST App, which may be agreed for a certain duration and/or a large number of events; and
(c) the use of a free test access to the portal and the AirLST App.
Any deviating terms and conditions of the customer shall not apply. This shall also apply if the customer refers to deviating conditions within the scope of orders, acceptance or use of services, payments or otherwise within the scope of communication with AirLST.
Conclusion of contract, commissioning
Suggestions and offers from AirLST are generally non-binding unless they are expressly marked as binding in the respective document or the corresponding correspondence from AirLST. AirLST may amend or withdraw such non-binding proposals or offers until written acceptance of the relevant order by AirLST. A binding offer by AirLST shall be valid for fourteen (14) days from the date of submission.
The customer's order shall be accepted by written agreement or by an order confirmation. AirLST can declare the order confirmation to the customer in writing, by fax or in text form. After receipt of the order confirmation, the customer may not withdraw or cancel his order.
A free trial access also requires a corresponding order. A test access can be refused, restricted or terminated by AirLST at any time without giving reasons.
Services of AirLST
AirLST's services include the provision of the portal provided in the order for use by the customer (section 4) and other optional support services ("Support Services"), which must be individually ordered or agreed upon (section 5). AirLST provides all services in accordance with these conditions.
Provision of the portal, cooperation of the customer
The provision of the portal includes
(a) the use of the portal and the AirLST app by the customer with the available and unlocked options for one or more users in different roles (e.g. boss, standard user, check-in) and
(b) the use of the portal and the AirLST App by the customer's guests ("Guests").
The AirLST app is currently available for Apple® iPhone® and Android™ . Android is a trademark of Google Inc. The customer can use the portal independently using the predefined functions.
AirLST provides the Portal and the AirLST App in accordance with the Customer License (Item 6) and the End User License (Item 7). Details of the scope of services can be found in the offer of AirLST.
AirLST shall make the portal available for the agreed duration at least with the functionalities existing at the time of conclusion of the contract. The portal is continuously improved and further developed by AirLST. The customer has no claim to a specific design, improvement or extension of the portal. AirLST is entitled at any time to make technical changes to the portal as far as these are reasonable for the customer, necessary for the protection of data privacy, IT security or due to legal regulations.
The portal is made available exclusively via the Internet. AirLST maintains a reasonable connection of the portal to the public Internet. The portal is provided with an availability of 98% per month (based on 24x7 operation). Planned maintenance takes place outside the time window from 9.00 am to 8.00 pm (CET); Emergency maintenance shall be limited to what is necessary and shall be carried out in the interests of the customer. AirLST does not guarantee or make any representations as to the accessibility or availability of the Portal via the Internet or the availability at specific times. AirLST assumes no liability for insignificant interruptions in the accessibility of the portal.
AirLST creates the customer's account in the portal after the effective order has been placed. The use of the account requires personal registration by the customer or an employee of the customer. The customer enters a valid, personal e-mail address as his user name and determines his password on his own responsibility.
When using the portal, the customer must define at least one administrator for his account. The administrator has access to all customer data that the customer has uploaded to the portal, as well as all portal functions. The administrator can create additional administrators and users with limited access. The administrator must create a separate access for each individual user. The use of one access by several users is not permitted.
AirLST is entitled, but not obliged, to enable the registration of the customer, his employees, agents and guests via social media accounts.
The customer is obliged and undertakes to ensure that his employees, agents and guests provide complete and truthful information about their identity and any necessary payment information.
The customer is obliged and undertakes to ensure that his employees, agents and guests keep all access data to the portal and the AirLST App (password) secret and do not pass them on to third parties. The customer is liable for the careful handling of the access data in his area of responsibility. If the customer learns or suspects that a third party has obtained unauthorised access to his access data or is using his account without authorisation or threatens to do so, he shall immediately change the passwords concerned and inform AirLST immediately in text form of the incident and all circumstances known to him.
The customer is generally responsible for uploading the data of guests to the portal properly, unless he has commissioned AirLST to do so. The customer is responsible for the correctness and completeness of the data used as well as the legal permissibility of their use and disclosure for the purposes of the events planned by him. AirLST neither automatically nor manually checks the data for correctness or completeness. The correction of duplicates is carried out automatically and requires the character identity of the relevant data records.
The customer himself is responsible for the backup of the data he uploads to the portal. AirLST assumes no liability for loss or damage of the uploaded data and recommends that the customer sufficiently back them up on its own systems. AirLST shall carry out an appropriate and regular data backup only for the purposes of its own service provision, but not as the main service obligation towards the customer. Before the end of the agreed duration of the contract, the customer is requested to download his data via the download function of the portal in CSV format. The customer can also delete his data himself at any time or, if this is not possible for technical reasons, demand deletion from AirLST. No later than three (3) months after the end of the contract or the agreed period of use, AirLST shall finally delete the guest lists uploaded under the customer's account (including all guest data). The use of the account by the customer and the storage and use of the customer's contract data by AirLST shall remain unaffected unless the customer also wishes the termination of his account.
The customer is responsible for checking or having checked the legal admissibility of communication measures and support services within the framework of the use of the portal and other services by AirLST itself and for complying with the applicable statutory provisions and not infringing the rights of third parties. AirLST does not owe any legal advice within the scope of its activities. AirLST is not obliged to carry out illegal measures. In the event that the service is provided in accordance with instructions, the customer shall indemnify AirLST against claims by third parties.
The customer is responsible for informing the guests about the collection, processing and use of their data, pointing out their rights according to Art. 13-22 DSGVO and, if necessary, obtaining legally required consent.
The use of the portal by the customer and access to the content requires the use of a suitable Internet browser. AirLST supports multiple browsers of its choice. AirLST does not guarantee the accessibility with a certain Internet browser and reserves the right, especially in case of substantial changes by a browser provider or security concerns, to discontinue the support of a browser type. Prerequisites for the use of the portal or the AirLST App may be additional programs or browser plug-ins. The user is obliged in his own interest to protect himself adequately against viruses or other harmful code forms or attacks by third parties via the Internet or the misuse of his access data.
Other services, cooperation of the customer
AirLST offers various support services for the use of the portal (e.g. data import, e-mail design, design of landing pages, on-site support for events), which must be individually ordered and agreed upon. Details of the scope of services can be found in the offer of AirLST.
AirLST provides all agreed services for the customer with due care and professionalism. The services are, however, only provided as support and consulting services with regard to the independent use of the portal by the customer. If the customer's instructions lead to additional expenditure or delays, these shall be borne by the customer. AirLST will point out additional expenses or delays due to instructions of the customer as soon as possible and will prepare a supplementary offer if necessary. Until the supplementary offer has been accepted, AirLST shall provide the agreed services in accordance with the valid order, unless the parties agree otherwise.
AirLST shall endeavour to provide all agreed services in accordance with the agreed schedule. However, AirLST shall not be liable for delays resulting from late delivery of customer information, data or other materials.
The customer shall provide AirLST in a timely manner with all information necessary for the execution of the order. Furthermore, the customer shall make all agreed or necessary decisions (e.g. selection or approval of drafts, concepts or other work) in good time and inform AirLST immediately thereof.
Special cooperation obligations of the customer are agreed in the respective order.
If the customer does not fulfil his obligations to cooperate or does not do so in time, any additional costs and delays caused by this shall be borne by him. AirLST's claim for remuneration remains unaffected.
AirLST grants the customer the limited, worldwide, revocable, non-transferable and non-sublicensable right to use the portal with the account intended for him for the agreed duration and/or the intended event(s) for his own private or business purposes within the scope of the intended functions for the customer's own use, which is objectively limited in accordance with these conditions.
The above right of use includes the use by the customer's employees, third parties commissioned by the customer and the customer's guests addressed via the portal.
Unless otherwise agreed, the foregoing right of use shall terminate thirty (30) days after the end of the event for the planning of which the Portal was used. In all other cases, the right of use ends thirty (30) days after the end of the last period for which the customer has paid a license fee.
AirLST reserves all other rights. In the relationship between AirLST and the customer, all ownership and other rights to the portal and its contents, in particular all copyrights and industrial property rights to the portal and its components as well as the know-how embodied therein shall remain with AirLST and its licensors. The customer is not entitled to allow or grant third parties direct or indirect access to the portal. In particular, the customer is not entitled to directly or indirectly, against payment or free of charge, transfer the portal to third parties for use or provide services for third parties using the portal.
The customer shall refrain from copying, modifying, translating or reproducing, sublicensing, renting, leasing or otherwise sharing with third parties the portal, the software contained therein or any other components for purposes other than those permitted under these conditions, or from reverse engineering, decompiling, modifying the software in whole or in part, revise or disassemble or create derivative works or extract source code, incorporate into its own portals, works or other commercial offerings, or remove or suppress any AirLST identification or other reference to AirLST's ownership of rights, except as expressly provided in these Terms and Conditions or permitted by law.
End user license
AirLST grants the employees, agents and guests of the customer ("End User") the limited, worldwide, revocable, non-transferable, non-sublicensable right, as defined in these Terms and Conditions, to use the Portal and the AirLST App with the account intended for them for the purposes of the customer and within the scope of the functions and access authorizations intended for them in each case for the agreed duration in accordance with Section 6.1 for the purposes of the customer and within the scope of the functions and access authorizations intended for them in each case. All other rights remain reserved; Clauses 6.4 and 6.5 apply to the end users accordingly.
End users have no claim against AirLST for fulfilment of their obligations. AirLST is only liable to the customer for the proper provision of services.
Remuneration, invoicing, delay
Unless expressly stated otherwise, all prices quoted by AirLST are in Euro (EUR), net of VAT. All remunerations will be invoiced in addition to the value added tax applicable in Germany.
The customer shall pay AirLST for the use of the portal and the provision of the services the remuneration agreed in accordance with AirLST's offer.
AirLST shall invoice the agreed remuneration in accordance with the agreed payment schedule. Unless otherwise stated or agreed in AirLST's offer, all services (including the license fee) shall be invoiced by AirLST at 50% upon acceptance of the order or conclusion of the contract and at 50% after delivery of the programming agreed for the event.
The customer agrees that all invoices shall be issued and transmitted exclusively in electronic form (PDF document). The invoice will be sent by e-mail to the customer's administrator address or any other e-mail address provided by the customer for this purpose.
All invoices are due and payable within fourteen (14) days without deduction.
Deviating or additional terms of payment can be agreed in the respective order.
The customer shall be in default of payment at the latest if he does not pay within fourteen (14) days of the due date and receipt of the invoice. If the customer is in default with a payment, AirLST shall be entitled to block the customer's access (account) including the customer licenses and end user licenses until receipt of payment. Other rights of AirLST remain reserved.
The services shall be provided by AirLST for the agreed duration. If a specific duration has not been agreed, each party shall be entitled to terminate a concluded contract with a notice period of thirty (30) days. A test access can be terminated by AirLST at any time without notice.
The right of each party to terminate for good cause remains unaffected. A reason for AirLST to terminate for good cause exists if
(a) the customer misuses his account or the portal, in particular makes it available to unauthorised third parties,
(b) the customer uses his account or the portal to disseminate offensive, harassing or other illegal statements or content,
(c) the customer uses his account or the portal in a way that impairs or endangers the integrity or security of AirLST's IT systems or the use of the portal by other users,
(d) violates data protection provisions and does not immediately remedy such a violation upon request.
If AirLST has a reason to terminate a contract for an important reason, AirLST shall also be entitled to block the customer's account in whole or in part before declaring the termination, in particular if this is necessary to prevent significant violations of the contract or the law. AirLST will, if possible, announce such blocking by e-mail to the e-mail address of the customer administrator stored in the customer's account.
Any notice of termination must be in writing.
Copyrights, intellectual property
Unless otherwise agreed, all intellectual property rights, in particular copyrights, rights of use and industrial property rights, which existed before the conclusion of the contract or which a party acquired independently of the performance of the services or which a party acquires during the term of the contract, shall remain with the party which held them or acquired them independently.
The customer grants AirLST a non-exclusive and limited right to use and process the data, content and other materials of the customer or third parties to be used for the provision of the service for the purposes of the provision of the service for the duration of the provision of the service. The customer is responsible for ensuring that the data, content and materials provided by him are free from third-party rights which restrict or exclude the use or processing of the services to be provided by AirLST. This also applies to data, content and other materials of third parties which AirLST links to its own services on the instructions of the customer. Furthermore, the customer is responsible for ensuring that it has the necessary rights of use with regard to all its own and third-party data, content and other materials which are used, delivered and distributed or linked by the customer via the portal, and in particular that it has paid all licence fees, remuneration, levies and other payments incurred for the lawful use, delivery and distribution (including any levies to domestic or foreign collecting societies). The customer shall indemnify AirLST against any claims by third parties asserted against AirLST due to violations of the above provisions by the customer.
AirLST grants the customer a non-exclusive, irrevocable right to use all services created by AirLST with regard to the design of content (e.g. e-mail templates, landing pages), which is fully compensated by the payment of the agreed remuneration, for the respective event. The rights of use are not transferable and cannot be sublicensed, unless otherwise agreed in the respective order.
AirLST collects, processes and uses the personal data provided by the customer exclusively for the purpose of executing the contract in accordance with the applicable data protection regulations, in particular in accordance with the Basic Data Protection Ordinance (DSGVO) and the Federal Data Protection Act (BDSG).
With regard to the data of guests uploaded to the Portal by the Customer (e.g. name, address) as well as the data generated in the context of the use of the Portal with regard to guests (e.g. acceptance of the invitation), the Customer is the responsible body and AirLST acts exclusively as an order processor. The customer is responsible for the legality of the processing in accordance with the data protection laws applicable to the customer, including the permissibility of the use of the portal and the transmission of the data to AirLST for the purposes of this contract.
For AirLST's order processing, the data protection agreement attached as an annex to these terms and conditions (order processing) shall apply.
AirLST's right to process the customer's contract and usage data for the purposes of contract execution remains unaffected.
Confidential Information shall mean any terms of the Contract (including any price information) and any information relating to the provision of the Services to or use of the Services by the Customer, including information relating to Customer's trade and business secrets, events and guests and any other information, in any form whatsoever, provided by or on behalf of any party or its affiliates in confidence or by its nature confidential.
Each party shall keep the other party's confidential information strictly confidential and shall not disclose it to any third party except as necessary to perform this Agreement.
The confidentiality obligations under this Agreement shall not apply to information that (a) is required to be disclosed by law, provided that the receiving party promptly notifies the other party of an obligation to disclose and cooperates with the other party to avoid or limit disclosure as much as possible; (b) was already in the receiving party's possession without a duty of confidentiality when it received such information from the other party; (c) was already in the public domain at the time of disclosure, except as a result of a breach of this Agreement; or (d) was independently developed without access to the confidential information of the other party or its affiliates.
AirLST shall be liable without limitation for damages resulting from injury to life, limb or health as well as in cases of intent and gross negligence, fraudulent concealment of a defect or assumption of warranty for the quality of an object or service.
In the event of a breach of material contractual obligations, AirLST's liability for slight negligence shall be limited to the foreseeable damage typical of the contract. Material contractual obligations are those obligations which result from the nature of the contract and the breach of which would endanger the achievement of the purpose of the contract, as well as obligations which the contract imposes in accordance with its content in order to achieve the purpose of the contract, the fulfilment of which makes the proper execution of the contract possible in the first place and the observance of which the customer may rely on regularly.
AirLST shall only be liable for damages resulting from delays in performance in cases of intent and gross negligence. The other rights of the customer in case of delay remain unaffected.
Liability is also limited in cases of simple negligence to the amount of the agreed remuneration. Liability for loss of profit and other consequential damages shall be excluded in cases of ordinary negligence. Section 13.1 remains unaffected.
The liability according to the product liability law and other cases of a compelling legal liability remains unaffected.
Liability for loss of data shall always be limited to the typical cost of recovery that would have been incurred if backup copies had been made regularly and in accordance with the risks involved. This does not apply if AirLST has assumed the backup of the data as its main obligation.
The above provisions shall also apply mutatis mutandis to the personal liability of AirLST employees and any subcontractors.
The above provisions shall apply mutatis mutandis to the reimbursement of expenses incurred by the customer.
AirLST shall not be liable for events of force majeure which make it significantly more difficult for AirLST to provide the service or which temporarily hinder or render impossible the proper execution of the contract. Force majeure shall mean all circumstances independent of the will and influence of the contracting parties, in particular natural disasters, government measures, decisions by authorities, blockades, war, military conflicts, mobilization, civil unrest, terrorist attacks, strikes, lockouts, industrial action, seizure, embargo or other unforeseeable, serious circumstances for which the contracting parties are not responsible and which occur after conclusion of the contract.
AirLST is entitled to make use of third parties within the framework of the provision of services. AirLST is liable for services provided by subcontractors employed by AirLST as for its own services.
Unless otherwise agreed, each party shall bear its own costs arising out of or in connection with the performance of this Agreement.
Neither party shall be entitled to assign, transfer or otherwise dispose of any rights or obligations under this Agreement without the prior written consent of the other party.
Amendments and supplements to this contract including its appendices as well as a waiver must be made in writing.
Should individual provisions of this contract be or become invalid, this shall not affect the validity of the remaining provisions. Instead of the invalid provisions, the statutory provisions shall apply.
This contract is subject to German law to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
The place of jurisdiction for all disputes arising from or in connection with this contract shall be Munich, Germany, to the extent permitted by law.