Perseus Technologies GmbH (hereinafter: “Perseus”) provides services relating to the security of information and communication technologies and systems, as well as their use within organisations (known as “cybersecurity”).
These services include, amongst other things, the analysis and assessment of a company’s cybersecurity posture, as well as preventive consultancy and training services aimed at improving it; furthermore, the deployment of software-based cybersecurity technology for real-time monitoring and defence; and consultancy, coordination and management services in the event of a cyberattack and the resulting adverse effects. This range of services and the services it comprises are collectively referred to as the “Perseus Cybersecurity Service” (hereinafter: “PCSS”).
These General Terms and Conditions (hereinafter “GTC”) apply to the provision of the PCSS, the conclusion and performance of relevant contracts, and the contractual and business relationships between Perseus and its relevant contractual and business partners (hereinafter collectively referred to as “Customers”).
1.1
Perseus provides services exclusively on the basis of these General Terms and Conditions in conjunction with the service offer from Perseus on which the relevant contract is based. By booking a service within the meaning of these Terms and Conditions, the customer declares their agreement to the validity of these Terms and Conditions in their current version at the time the customer submits their declaration of intent to conclude a contract with Perseus (see also Clause 2 of these Terms and Conditions; hereinafter regularly referred to as “booking”).
If any provisions in an offer from Perseus conflict with the provisions of these General Terms and Conditions, the provisions in the offer shall, in the event of any doubt, take precedence. Any other agreements that deviate from the provisions of these General Terms and Conditions must be set out in writing.
1.2
Perseus’s range of services is aimed exclusively at entrepreneurs and businesses within the meaning of Section 14 of the German Civil Code (BGB), i.e. exclusively at natural or legal persons or partnerships with legal capacity who, when entering into a relevant legal transaction with Perseus, are acting in the course of their commercial or self-employed professional activities (hereinafter collectively referred to as “businesses” ). By making a booking, the customer declares that they are doing so as a business.
1.3
These Terms and Conditions apply to the entire business relationship between Perseus and its customers, insofar as the subject matter of this business relationship is the PCSS. In this respect, these Terms and Conditions, in their current version, also apply to future bookings, even if Perseus does not expressly refer to them again and the Terms and Conditions are not expressly incorporated into the relevant contractual relationship once more. This applies in particular to extensions or renewals of bookings already made, as well as to follow-up or subsequent bookings (e.g. so-called ‘re-checks’ following an initial security check by Perseus).
1.4
Any conflicting or differing general terms and conditions of the customer shall only be incorporated into a contract between Perseus and the customer if this has been expressly confirmed in writing by Perseus. If the Customer’s general terms and conditions are validly incorporated in this manner, the continued validity of these General Terms and Conditions shall remain unaffected. Insofar as provisions of the Customer’s validly incorporated general terms and conditions conflict with provisions of these General Terms and Conditions, the provisions of these General Terms and Conditions shall apply in cases of doubt.
Furthermore, the customer’s general terms and conditions are not binding on Perseus, even if Perseus does not expressly object to their validity or if the customer states that they wish to enter into a contract only on the basis of their general terms and conditions.
1.5
For the purposes of these Terms and Conditions and the legal relationships relating to the services provided by Perseus, a distinction is made, where necessary, between customers and “users”:
A customer is any party to a contract with Perseus which establishes the relevant contractual relationship in relation to Perseus’s services or range of services, in particular Perseus’s corresponding obligation(s) to provide services and the contracting party’s corresponding obligation to provide consideration. A user is any person who, on the basis of such a contract –where applicable, alongside the customer – is entitled to make use of the services provided by Perseus under the contract or is involved, on the customer’s behalf, in the provision and receipt of these services, without themselves being a party to the underlying contract with Perseus.
Users are generally, though not necessarily, natural persons, in particular employees of the relevant customer, who, by virtue of a legal relationship with the customer, are involved, as agreed, in the provision and receipt of the contractual services provided by Perseus. Furthermore, customers of a Perseus customer may also be users within the meaning of these General Terms and Conditions, this applies in particular in the context of Perseus’s collaborations with so-called “partner companies”, on the basis of which customers of the partner companies are entitled to access and use certain services or service modules of the PCSS and may register with Perseus for this purpose without themselves being customers of Perseus within the meaning of these General Terms and Conditions (hereinafter referred to as “partner models”).
Provisions of these Terms and Conditions that are directed at or relate to users shall also apply to customers.
1.6
Perseus reserves the right to amend or supplement these Terms and Conditions with future effect. Where the subject matter of the contract is the ongoing, repeated provision of services and an amendment to these Terms and Conditions is to take effect during the agreed term, Perseus shall inform the customer in writing of the revised version of these Terms and Conditions and the date from which they are to apply. If, in such cases, the Customer does not object to the incorporation of the amended Terms and Conditions within two weeks of receiving the notice of amendment, but no later than the date on which the amendments are due to come into force, these shall be incorporated with future effect into the contract concluded for the services in question.
If the customer objects to the incorporation of the amendments within the specified time limit, Perseus shall be entitled to terminate the relevant contract with effect from the date on which the amended Terms and Conditions are due to come into force in accordance with the notice of amendment. In such a case, any payments already made by the customer shall be refunded to the extent that the scope of the relevant services up to the date of termination, as a result of the termination by Perseus, falls short of that which would have been available to the customer in accordance with the agreement until the expiry of the term current at that time.
If the subject matter of the contract is the provision of a one-off service aimed at achieving a specific result (in the sense of a service for a specific result within the meaning of Section 631 of the German Civil Code (BGB), e.g. the performance of an analysis and evaluation of the level of cyber security on the part of the customer or a user group/user company, known as a ‘security baseline check’, as well as any subsequent ‘re-checks’), then these General Terms and Conditions shall apply in this respect in the version valid at the time of booking the service in question, notwithstanding any subsequent amendments.
2.1
Where a contract between Perseus and a customer is not concluded by means of mutual signature or signing of a contract document (in written, electronic or, where applicable, any other agreed form), a contract between the customer and Perseus is concluded when the customer makes a binding booking for the relevant service(s) from Perseus using the function made available to them for this purpose in connection with the presentation and offer of the service(s) within the PCSS online platform. Insofar as Perseus provides a booking function there in relation to the respective service, the service offer within the scope of the PCSS online presence thus constitutes an offer by Perseus to conclude a corresponding contract, which the customer accepts by bindingly booking the relevant service. Upon a valid booking, the customer will be sent a booking confirmation and, where necessary, information and functions relating to their registration or that of the relevant users for the relevant PCSS.
2.2
Where the subject matter of the contract comprises services provided via or accessed through the PCSS website, the use of such services requires the relevant user to register using the registration function made available to the customer on the PCSS website. Upon a user’s registration, a user relationship is established between that user and Perseus in accordance with these General Terms and Conditions, on the basis of which the user is, in particular, obliged to comply with Perseus’s conditions for the use of the relevant Perseus services, namely Perseus’s “Terms of Use for the Perseus Cybersecurity Service” (hereinafter “Terms of Use”) (see also Clause 5 of these Terms and Conditions). The Terms of Use form an integral part of every contract between the customer and Perseus.
In such cases, a user account is set up for each customer and for each user group or user organisation using partner models. At least one user from the relevant customer or user group/organisation is designated as an administrator and granted access to the account settings and the management of the available services; where agreed, this user is also authorised to activate additional users for the available services.
2.3
Where Perseus offers the customer – for example, in the course of providing consultancy, coordination or management services in the event of a cyber attack – the opportunity to use services that go beyond those offered directly by Perseus, to arrange for third-party service providers from Perseus’s cooperation network, the client shall conclude any contracts resulting therefrom with such third-party service providers in their own name and at their own expense; Perseus is not involved in such contractual relationships, nor in their conclusion. Any descriptions and / or terms and conditions that Perseus may provide to the customer in relation to such third-party service providers and the services offered by them are intended solely to provide the customer with preliminary information and are non-binding with regard to any contracts between the customer and the respective partner company or third-party service provider. In this respect, only the service descriptions and contractual terms of the respective third-party service provider at the time the contract is concluded between that provider and the customer shall be decisive.
3.1 Unless otherwise agreed, the content and scope of the services provided by Perseus under a usage model or individual service modules of the PCSS shall be governed by their presentation and description on the PCSS website at the time the relevant services are booked.
In the absence of any specific provisions in this regard, Perseus is free to determine, at its reasonable discretion, the nature of the services appropriate for achieving the agreed purpose or, where no such agreement has been made, the purpose clearly intended by the customer at the time of booking on the basis of the relevant service description, as well as, in particular, to determine the manner in which they are provided at its reasonable discretion.
3.2
If the sending of test phishing emails forms part of the services to be provided by Perseus, please note that, in order to fulfil their purpose of evaluating and training the customer or the relevant user company in cybersecurity—and thus to meet Perseus’s obligation to provide these services—their design must resemble actual phishing emails as closely as possible . To this end, in line with a widely used method of actual ‘phishing’, the test phishing emails will also imitate the names, company names and trademarks of existing companies and institutions. As the test phishing emails are sent solely for the aforementioned purpose and exclusively within the relevant user groups, this does not constitute any use of the names, companies and trademarks in question, nor does it constitute an actual misappropriation of such names, companies and trademarks.
3.3
Even if a partner company—whose customers are entitled, by virtue of an agreement between that partner company and Perseus, to use the services of the PCSS in the form of partner models—is an insurer, the services provided by Perseus to the partner company’s customers in this context are expressly not insurance or insurance benefits.
3.4
The Customer acknowledges that it is technically and practically impossible to ensure the unlimited availability of the PCSS and the services offered within its framework—insofar as these are provided and/or utilised via internet technology and infrastructure—and that such availability therefore cannot be guaranteed. In particular, the extent of the availability and functioning of the Internet, as well as the Internet access of customers and users and their capacity requirements, is beyond Perseus’s control. This also includes, to this extent, the functionality and effectiveness of other third-party technologies which Perseus may use for the provision of services.
Perseus shall therefore take all reasonable, technically feasible and state-of-the-art measures, which are proportionate to the effort involved, to ensure the most comprehensive provision possible of the PCSS and the services offered within its framework. Against this background and in accordance with these provisions, Perseus cannot, however, guarantee that the PCSS and the services it comprises will be available and accessible at all times and/or without interruption.
Customers and users will be informed in an appropriate manner of any unforeseen system failures. Where possible and reasonable, maintenance work will be carried out outside normal business hours. If this is not possible and the nature and/or scope of such maintenance work exceeds what is reasonable, Perseus will inform customers and users accordingly in good time in advance.
3.5
The customer is also advised that, given the current state of technology, it is not possible to set up, operate and use information and communication systems connected to public networks that are guaranteed to run flawlessly at all times and, above all, are immune to interference or damage by third parties; Cyber attacks are designed and, in particular from a technical and strategic perspective, are constantly being refined with the aim of infiltrating information systems undetected by overcoming or circumventing the precautionary and security measures put in place for this purpose. Furthermore, the quality and (consequently) effectiveness of measures for detecting and defending against cyber attacks naturally also depend on the appropriate and situation-specific actions of the relevant employees on the client’s side; in particular, the effectiveness of Perseus’s preventive consultancy and training services depends significantly on the client’s learning outcomes and the implementation of the knowledge imparted.
In particular, with regard to Perseus’s preventive consultancy and training services aimed at enhancing the customer’s cyber security, as well as those services provided by Perseus that involve real-time monitoring and defence of the systems and infrastructure operated and used by the customer, and of the cyber attacks directed against them, Perseus therefore does not guarantee success in the sense of providing such absolute protection for the customer’s relevant information and communication systems.
3.6
Unless otherwise expressly agreed in individual cases, the services to be provided and those already provided by Perseus do not include legal advice.
3.7
Where Perseus offers to act as an intermediary for third-party service providers from its network of partners, Perseus is under no obligation to offer a specific number of third-party service providers or specific types of third-party services, nor is it under any obligation to provide the customer with a specific range of choices in this regard. As the customer concludes any contracts with such third-party service providers in their own name and on their own account, the services provided to the customer by those third-party service providers as a result are also the third-party service provider’s own services and not those of Perseus.
Provided that the third-party service provider indicates a need for this and the customer gives their consent, Perseus shall make available to a third-party service provider commissioned by the customer the IT reports on the cyber security situation and, where such an incident has occurred, the specific cyber attack or other cyber security-related incident on the customer’s side, which were prepared by Perseus in the course of providing the agreed services to the customer.
3.8
Perseus is entitled to further develop and adapt individual agreed services, provided that such changes become necessary for the performance of the contract after its conclusion and are reasonable for the customer. This applies in particular to changes which Perseus is obliged to make due to changes in the law or judicial or administrative decisions, as well as to those which are necessary to close existing security gaps, which are solely beneficial to customers and users, or where such changes are of a purely technical or procedural nature and have no significant impact on the content and scope of the services owed by Perseus, nor on the customer and users. Perseus shall inform the customer without delay of any such necessary changes to the services.
Should it become necessary to make changes to the services provided by Perseus which result in a significant restriction of the agreed scope of services or a significant change to the agreed content of the services, which cannot reasonably be expected of the customer, the customer shall be entitled, without prejudice to any alternative or additional rights to which they may be entitled in such a case under these General Terms and Conditions, to terminate the relevant contractual relationship with immediate effect within one month of receiving the relevant notice of change, with effect from the date on which the change to the services takes effect.
Perseus is entitled to amend or discontinue at any time any services it provides free of charge in addition to or as a supplement to the agreed services.
3.9
If the customer fails to provide Perseus with the information and data required for Perseus to perform the services to which it is bound under a booking, as agreed, or fails to provide any other assistance agreed upon or reasonably requested by Perseus, Perseus shall not be liable for any damages or other disadvantages arising from any resulting delay in the provision of services. Such a delay shall entitle Perseus to withhold or suspend the provision of services for the duration of the delay.
3.10
In the event of serious or repeated breaches, for which the customer is responsible, of the obligations incumbent upon them under these General Terms and Conditions and the Terms of Use, Perseus shall be entitled to suspend the provision of individual services affected by the breach of duty or to cease providing services to the user(s) concerned, and to exclude them from further use of Perseus’s services (suspension of one or more users). Any right Perseus may have in such cases to terminate the underlying contract prematurely in its entirety remains unaffected by this provision. (see also Section 7.2 of these Terms and Conditions)
3.11
In the event of force majeure or other unforeseeable events whose impact on the performance of the contract is beyond Perseus’s control (e.g. strikes, power cuts, civil unrest or official measures for which Perseus is not responsible, general disruptions to telecommunications and data networks, or the failure of third-party services necessary for the performance of the order for which Perseus is not responsible), Perseus shall be released from the relevant obligation to perform for the duration of the resulting hindrance plus a reasonable start-up period following its cessation. Should adherence to the contract in such cases constitute an unreasonable hardship for Perseus, Perseus shall be entitled to withdraw from the contract.
3.12
Perseus is entitled to use the services and technologies of third-party companies and service providers in order to fulfil the obligations arising from a booking.
4.1
Perseus accepts no liability for the characteristics and quality of the third-party service providers it arranges (see in particular clause 2.4 of these Terms and Conditions) or for the services they provide, beyond the provisions applicable in such cases in accordance with clause 8 of these Terms and Conditions.
4.2
The customer shall not be entitled to claim for the rectification of defects in the event of only an insignificant deviation from the agreed quality or in the event of only an insignificant impairment of the usability of the services provided. The same applies to defects arising from information or data provided by the customer, or from the customer’s specifications, or from the customer’s failure to provide or transmit such information or data to Perseus in breach of their obligations.
4.3
The customer shall forfeit any rights arising from liability for defects to the extent that they modify, or cause to be modified, the relevant service or the result of that service, or their systems, infrastructure or other business or operational components in relation to which Perseus is required to provide the relevant services, without Perseus’s prior consent, and this renders the rectification of defects impossible for Perseus or unreasonably difficult. In any case where a change is made to the relevant service without Perseus’s consent, the customer shall reimburse Perseus for any additional costs incurred as a result of rectifying any defects.
4.4
Where a service provided by Perseus is defective in accordance with the above and the customer is entitled to make a claim under the warranty in this regard, Perseus shall remedy the defects in question within a reasonable period of time by providing a replacement or repair.
Should the rectification of a defect fail, or should such rectification require disproportionate effort—particularly in financial terms—or should it be unreasonable for Perseus to undertake for other reasons, the customer shall be entitled to reduce the agreed remuneration for the service in question by a reasonable amount or, in accordance with statutory provisions, to withdraw from the booking in question and to claim damages in accordance with the provisions set out in Clause 8 of these General Terms and Conditions. The statutory cases in which a prior request for subsequent performance is not required remain unaffected by this.
Similarly, any claims for payment already accrued to Perseus for services rendered at the time of the customer’s withdrawal shall remain unaffected by the withdrawal.
4.5
Unless shorter time limits are provided for by law, the Customer’s warranty claims arising from a defect shall become time-barred one year after the relevant service has been provided or, where the relevant services were provided or made available on a permanent or ongoing basis, at the end of the respective contract term. This shall not apply to the customer’s claims for damages arising from a defect if Perseus has acted with intent or gross negligence, or was aware of the defect at the time of performance, or in the event of injury to life, limb or health resulting from such a defect.
5.1
The use of the PCSS and the respective services offered by Perseus within its framework are subject to the Terms of Use, the latest version of which is available at https://perseus.de/nutzungsbedingungen/ and via a link within each user account, and which form an integral part of every contract between the customer and Perseus.
5.2
The Customer shall provide Perseus with all information and data that may be necessary for the performance of the contract (e.g. information regarding the Customer’s IT infrastructure, contact details, access credentials, (domain) names and the like) in full, accurate in content and free of charge. Should Perseus face any claims as a result of the use of such data and information due to their incompleteness or inaccuracy, the Customer shall be obliged to indemnify Perseus against any liability in this respect and to reimburse Perseus for all resulting damages and necessary costs, including any necessary legal fees.
5.3
The customer is solely responsible for ensuring that the use of the services provided by Perseus to the customer and to users acting on the customer’s behalf is in accordance with the Terms of Use and the relevant legal provisions.
In particular, the Customer is solely responsible for safeguarding the legitimate interests of its employees and any other persons who may be affected in relation to the collection and processing of data in connection with and as a result of the use of Perseus’s services. In this respect, it is the Customer’s sole responsibility to inform the data subjects to the extent necessary and to obtain any necessary consent from them in this regard.
The Customer shall indemnify and hold Perseus harmless against any claims that may be brought against Perseus by its employees or other persons in connection with the collection and processing of data relating to them in the course of the Customer’s use of Perseus’s services or the use of such services by the Customer’s users. The obligation to indemnify also includes the reimbursement of any necessary legal defence costs.
5.4
Unless otherwise expressly agreed in individual cases, the customer is responsible for backing up their own data. The customer must mitigate the risk of data loss resulting from system failures or breaches by carrying out regular backups of their own data.
5.5
In the course of using the PCSS, customers and users may become aware of Perseus’s proprietary information that is subject to confidentiality, in particular with regard to experience, processes, procedures, technologies, software, developments, business ideas and plans, as well as know-how relating to Perseus’s current and, where applicable, future service offerings and business activities. This applies in particular to the form, content and execution of the sending of test phishing emails in the course of Perseus’s provision of services for evaluation and training purposes. Such information is to be regarded as confidential and treated as such by the customer, unless
– are, or will at a later date be, lawfully available to the public without breaching any duty of confidentiality;
– which has demonstrably come into the possession of the customer or a user lawfully from a source other than Perseus, without breaching any confidentiality obligation,
– which were already demonstrably and lawfully known to the customer prior to their acquisition of knowledge in connection with Perseus’s service offering,
– can be shown to have been developed by or for the customer or a user without the use of the confidential information,
– have become known to the public or generally accessible after the customer or a user became aware of them, through no fault of the customer, or
– are disclosed by the customer or a user in accordance with a valid order from a court or a government authority; in such a case, however, the customer or the user concerned must provide Perseus with written notice of such an obligation prior to disclosing the information in question and, to the extent permitted by the applicable procedural rules, give Perseus the opportunity to object to such disclosure.
The customer and users are obliged to keep confidential any information provided by Perseus that is deemed to be confidential and not to disclose it either directly or through third parties. They are obliged to take the necessary precautions to ensure that third parties cannot gain unauthorised access to this information.
In particular, the Customer and the Users must not disclose the confidential information to any third party, unless such third parties are persons employed by them or persons who are professionally bound to maintain confidentiality and who require access to and knowledge of the confidential information in question for the purpose of performing the contract in accordance with the agreement or for the protection of the legitimate interests of the Customer or the Users. Such third parties must be bound to confidentiality in the same manner and to the same extent before the confidential information is made available to them.
Furthermore, the Customer and Users are permitted to use the confidential information only to the extent necessary for the performance of the relevant contract or user agreement. In particular, the Customer and Users are prohibited from using this information for any other business purposes of the Customer, the Users or third parties without the express prior consent of Perseus.
6.1
Unless otherwise expressly stated, all prices quoted in relation to the services provided by Perseus under the PCSS are exclusive of the applicable statutory value added tax and any other taxes or duties that may be due.
6.2
Unless otherwise stated or agreed, the fee for chargeable usage models and service modules is payable immediately upon registration for the relevant usage model/service module or, in the case of an extension of the term of a usage model or service module involving the repeated or ongoing provision of services by Perseus, immediately upon invoicing and payable in advance.
6.3
The date on which payments are received by Perseus shall be decisive for determining whether they have been made on time. The customer shall be in default of payment if the amount due has not been received by Perseus within two (2) weeks of the invoice being duly issued.
6.4
Perseus reserves the right to increase the fees for fee-based usage models and service modules which involve the repeated or ongoing provision of services by Perseus and therefore have a fixed term (see also clause 7 of these Terms and Conditions) once per calendar year, to an appropriate extent, in response to any cost and/or price increases that have occurred since the conclusion of the relevant contract. In such cases, Perseus shall inform the customers concerned at least six weeks before the start of the month from which the price increase is to take effect. If a customer does not agree with an announced price increase, they may object to the price increase in writing or in text form, i.e. by email, to Perseus no later than three weeks before the price increase takes effect. Such an objection shall have the effect of terminating the contract underlying the relevant usage model or service module(s) with effect from the end of the last month prior to the price increase taking effect.
7.1
Contracts relating to usage models and service modules that provide for the repeated or ongoing provision of services by Perseus have a fixed term which, unless otherwise stated in the relevant service offering at the time of booking or expressly agreed otherwise in individual cases, is generally one year, calculated from the start of the month in which the relevant contract was concluded or, if the use of the services covered by the relevant usage model or service module requires registration of the respective users (see also clause 2.2 of these GTC), the information and, where applicable, functions relating to the customer’s registration or that of the relevant users have been sent to the customer (so-called ‘onboarding email’). These contracts shall be extended for a further year in each case, unless they are terminated in the ordinary course of business with three months’ notice prior to the expiry of the initial term or the current extension period.
If the customer extends a booked usage model by booking additional service modules, which in turn have fixed terms that extend beyond the current term of the underlying usage model, the contract underlying the usage model shall be extended by a further fixed term upon booking of the additional service module. Consequently, ordinary termination of the contract underlying the usage model in question is excluded in this respect.
7.2
Either the customer or Perseus may terminate any contract without notice for good cause. For Perseus, such good cause may include, in particular, the following cases:
– unlawful or immoral behaviour on the part of a user;
– Verstöße eines Nutzers gegen Pflichten aus Ziffern 5.3 und 5.5 dieser AGB oder gegen die Nutzungsbedingungen; dies gilt insbesondere im Falle von Falschangaben bei der Registrierung oder bei missbräuchlicher Nutzung des PCSS bzw. der dem Nutzer in dessen Rahmen zur Verfügung gestellten Leistungen, Funktionen und zur Kenntnis gelangenden Informationen.
In such cases, Perseus may, at its discretion, simply suspend the user account of the user concerned, thereby preventing them from accessing and using the relevant Perseus services.
Im Falle einer berechtigten außerordentlichen Kündigung oder Sperrung eines Nutzerkontos aus einem im Verantwortungsbereich des Kunden liegenden Grund, erlöschen insoweit die Leistungsansprüche des Kunden aus dem betreffenden Vertrag ersatzlos; ein Anspruch auf Rückzahlung von Entgelten, die ggf. für die betreffenden Leistungen im Voraus gezahlt wurden, besteht in diesen Fällen nicht.
7.3
Notice of termination must be given in writing or in text form (i.e. by email) or via a function provided for this purpose by Perseus on the PCSS website, where applicable. The date of termination shall be determined by the date on which Perseus receives notice.
7.4
Upon termination of a contract, the right to use the PCSS ceases, including the functions offered via the PCSS website and the user accounts accessible there. Data and content uploaded by users will not be backed up, nor is there any entitlement to their return.
8.1
Perseus haftet aus Vertrag und Delikt
– for damage resulting from gross negligence or wilful misconduct, and for damage resulting from injury to life, limb or health;
– for damages arising from a breach of contractual obligations whose fulfilment is essential to the proper performance of the contract and on whose observance the customer regularly relies and was entitled to rely (so-called ‘essential contractual obligations’); in this respect, however, liability is limited to the amount of the foreseeable damage that would typically be expected to arise.
The simple amount of the respective ‘book value’ is generally regarded as the typical, foreseeable loss under the contract; that is, the total sum of the payments to be made by the customer to Perseus under the contract in question (where applicable, up to the earliest possible termination date). Any liability claims beyond this are excluded in this respect and to this extent; in particular, Perseus shall not be liable for any loss of profit, lost savings or other consequential damages.
The above limitations of liability also apply in favour of Perseus’s employees, officers and agents. Perseus shall not be liable for the conduct of its agents if such agents are the customer, the user in question or a person appointed by the customer to act in that capacity.
The above provisions do not affect mandatory statutory liability provisions.
8.2
Claims for damages by the customer arising from a breach of material contractual obligations (see section 8.1, second indent above) shall become time-barred within five (5) years of their arising, irrespective of whether the customer is aware of them.
8.3
As the customer and users are solely responsible for the information and data they provide to Perseus or which they have uploaded via the PCSS website, in particular via their user accounts there, as well as for that which they have obtained and generated through the use of Perseus’s services, Perseus shall not be liable for any loss thereof, provided that such loss was not caused by Perseus through wilful misconduct or gross negligence.
8.4
A guarantee given by Perseus shall only be deemed to have been accepted if Perseus has expressly stated as much. Unless otherwise expressly agreed in individual cases, Perseus further accepts no obligation to pay lump-sum damages or contractual penalties.
Information regarding the collection and processing of customers’ and users’ personal data by Perseus, as well as how Perseus ensures the protection of such data, can be found in Perseus’s privacy policy, the latest version of which is available at https://perseus.de/datenschutzerklaerung/ and via a link on the PCSS website and within user accounts.
10.1
Any assignment by the customer to third parties of claims (in particular claims for performance) to which they are entitled against Perseus requires Perseus’s express prior consent in each case.
10.2
Perseus is entitled to transfer its rights and obligations as the provider of the PCSS and the customer’s contractual partner, in whole or in part, to third parties, subject to a notice period of four weeks to be observed in relation to the customer.
Unless otherwise expressly agreed, Perseus is permitted to publicly advertise its contractual relationship with the relevant customer in an appropriate manner and to an appropriate extent, stating the customer’s name or company name and registration number, in particular on Perseus’s website and the PCSS.
12.1
Unless Perseus has expressly undertaken, by virtue of a specific agreement in a particular case, to perform a service at the customer’s or a user’s place of business, the place of performance for the obligations arising from the contractual relationship between Perseus and the customer shall be Perseus’s registered office, which shall also be the exclusive place of jurisdiction for all disputes arising from or in connection with the business relationship between Perseus and the customer.
12.2
The contractual relationship between Perseus and the customer, as well as any disputes arising in connection therewith, shall be governed exclusively by the laws of the Federal Republic of Germany.
Should any provision of these Terms and Conditions be wholly or partially invalid, or should it subsequently become invalid, this shall not affect the validity of the remaining provisions.
As of May 2022
