Terms and Conditions

This English text is a convenience translation. The legally binding version is the German original.

General Terms of Contract and Use of Westrath GmbH

1 Scope of Application

‍1.1 Westrath GmbH, Charlottenstraße 14, 52070 Aachen, Germany, (hereinafter "Westrath") offers a platform (hereinafter the "Log+Key Platform") for the management and optimisation of key management.

1.2 These general terms of use (hereinafter also referred to as the "Terms and Conditions") apply exclusively to all contractual relationships between Westrath and the respective customer, including the use of the Log+Key Platform. Deviating, conflicting or supplementary general terms and conditions of the customer shall not become part of the contract unless their validity is expressly agreed to in writing.

2 Conclusion of Contract

‍2.1 The presentation of Westrath's services on the Log+Key Platform is purely informational. A contract is concluded when the customer submits an order ("offer") via the Log+Key Platform and this is accepted by Westrath ("acceptance").

2.2 The order is placed by completing and submitting a web form on the Log+Key Platform, in which the desired service packages, the number of keys to be managed and the NFC tags available for booking are specified.

2.3 Acceptance of the offer by Westrath is given expressly by email or via the Log+Key Platform. Acceptance may also be given by way of a written order confirmation or by the actual provision of the service.

2.4 The contract enters into force as soon as the offer has been accepted by Westrath. Any prior negotiations, communications or agreements between the customer and Westrath are not binding unless they are expressly recorded in the order confirmation or in this contract.

3 Subject Matter of the Contract

3.1 Log+Key Platform: Within the scope of the Log+Key Platform, Westrath provides the customer with a web-based platform that makes it possible to manage keys efficiently and to document their issue and return. This includes the creation and management of key profiles, the digitally supported documentation of all key movements as well as the generation of reports for tracking key activities.

3.2 Key Packages: The bookable service packages each relate to a quota with a predetermined number of keys. Details of the respective service packages can be found in the service overview here: https://www.log-key.de/preise

3.3 NFC Tags: Unless otherwise agreed in an individual case, NFC tags are not part of the scope of services. These can be purchased separately from Westrath. Unless otherwise stated, the delivery time is two weeks.

3.4 Users: The customer may set up any number of users. User accounts are linked to a personal email address. User accounts may only be used by the respective user. The access credentials must be treated in strict confidence by each user and may not be passed on to third parties (including other work colleagues). Use of a user account by a person other than the user is not permitted.

4 Access Credentials

4.1 After conclusion of the contract, Westrath transmits the required access credentials to the customer.

4.2 The customer's access to the Log+Key Platform takes place in a password-protected manner via the internet using common browsers or via the API interface provided. The customer is obliged to keep their password secret. If the customer becomes aware that their password has become known to third parties, they shall inform Westrath of this without undue delay and change the password.

4.3 If third parties have obtained knowledge of the password through the customer's fault, the customer shall be liable to Westrath for the damage incurred as a result of the use of the password. Employees or other persons belonging to the customer's company or business operations are not third parties within the meaning of this provision, but must be placed under a corresponding obligation before receiving the access credentials.

4.4 Westrath is entitled to block access to the Log+Key Platform in the event of a justified suspicion of misuse. Misuse exists in particular if
access credentials are passed on without authorisation,
the Log+Key Platform is manipulated in order to gain unlawful access to functionalities that have not been purchased.

5 Intended Use

5.1 The Log+Key Platform may only be used for the contractually agreed purposes. It is designed solely for this use. Other uses are only permitted with Westrath's consent and only at the customer's own responsibility.

6 Updates and Changes to the Log+Key Platform

6.1 We are constantly endeavouring to improve the Log+Key Platform and to adapt it to current developments. In doing so, individual product features may also be replaced by new features that are, for example, structurally or technically improved or visually altered. Revisions and new product versions may be incorporated into and activated within the Log+Key Platform directly. The functionalities set out in clause ‎3 shall, however, in essence always be retained.

7 Amendments to the Contract

7.1 Westrath is entitled, subject to compliance with the notice period that would also have to be observed for ordinary termination pursuant to clause ‎9.1, to amend these Terms and Conditions with effect for the future or to adapt them to current circumstances.

7.2 In the event of an amendment, Westrath will inform the customer of the amendment in text form, observing the aforementioned notice period, and will explicitly contrast the old and the new provisions.

7.3 The amendment shall be deemed to have been accepted by the customer if they do not object by the date on which the amendment is due to take effect or if they continue to use the Log+Key Platform after the date on which the amendment takes effect. If the customer objects to the amendment, the contract shall end on the date on which the amendment takes effect. Continuation of use after the date on which the amendment takes effect shall, by contrast, be deemed consent to the amendment.

8 Remuneration

8.1 The amount of the remuneration is set out in the individual order. All prices are quoted plus the statutory value-added tax applicable from time to time.

8.2 In the case of a purchase of goods, price quotations are furthermore exclusive of shipping costs. Westrath reserves title until the purchase price has been paid in full.

8.3 For recurring services, in particular the provision of the Log+Key Platform, the following applies:

8.3.1 In the case of monthly payment, the remuneration is payable monthly in advance by the third working day of a month at the latest, but no earlier than five working days after receipt of the invoice. For the first month, the remuneration is calculated on a pro rata basis from the day the contract is concluded and falls due for payment together with the instalment for the following month.

8.3.2 In the case of annual payment, the remuneration is payable annually in advance by the third working day of each twelve-month period at the latest, but no earlier than five working days after receipt of the invoice.

9 Term and Termination

9.1 In the case of continuing obligations, the contract term begins upon acceptance of the offer by Westrath.

9.2 The contract runs for an indefinite period and may be terminated at any time with a notice period of one month to the end of a calendar month.

9.3 If the contract is agreed as an annual contract, it may be terminated with a notice period of three months to the end of the term.

9.4 In the event of termination by the customer where an annual payment method had previously been agreed, the customer's price advantage for the annual payment method shall lapse and the service shall be invoiced on the basis of the monthly remuneration up to the date on which the termination takes effect. The price advantage shall not, however, lapse in the event of a justified termination by the customer for good cause.

9.5 The right to extraordinary termination for good cause remains unaffected. Good cause entitling Westrath to extraordinary termination shall be deemed to exist in particular in the case of:
actions which could block, overload or impair the integrity and proper functioning of the Log+Key Platform, such as denial-of-service attacks or the uploading of malicious code; the storage of unlawful content or content infringing the rights of third parties on the Log+Key Platform; deception regarding identity or intended use upon registration; the intentional or grossly negligent passing on of access credentials to be kept secret, or the unauthorised opening of a customer-specific access for unauthorised persons.

9.6 In the event of extraordinary termination for good cause by Westrath, the customer shall pay Westrath the amount that would be payable up to the expiry of the contract term in the case of an ordinary termination declared at the same time.

9.7 Termination must be made in text form.

10 Availability and Liability

10.1 Westrath endeavours to keep the services available as constantly as possible. Westrath offers, in principle, continuous hosting of 24 hours per day, seven days a week, whereby a minimum time availability of 99% on an annual average is contractually agreed.

10.2 In the event of an outage, it is incumbent upon the customer to inform Westrath without undue delay of the nature and extent of the outage as well as the circumstances under which the outage occurs. It is incumbent upon the customer to make themselves available to Westrath for further queries and clarification of the malfunction. Outages can be reported around the clock by email or, during Westrath's usual business hours (currently Monday to Friday, except on public holidays, from 10:00 to 17:00), also by telephone.

10.3 When calculating the minimum availability, an outage is only taken into account from the time of the first substantiated report to Westrath. If the notification is made outside the usual business hours, the start of the regular business hours following the notification shall replace the time of the notification.

10.4 When calculating the minimum availability, scheduled maintenance work carried out within the maintenance windows between 20:00 and 06:00 is not taken into account, provided that the maintenance work was announced at least five days in advance.

10.5 Westrath is liable only for its own fault as well as for the fault of its legal representatives, senior employees or other vicarious agents, in accordance with the following provisions: For damage caused intentionally or through gross negligence by Westrath or by legal representatives, senior employees or ordinary vicarious agents of Westrath, as well as in the case of liability under the Product Liability Act, in the case of fraudulent intent and in the case of personal injury, Westrath is liable without limitation. In the case of the slightly negligent breach of a duty on whose compliance the customer was entitled to rely and the fulfilment of which makes the proper performance of the contract possible in the first place (cardinal duty), the obligation to pay compensation is limited to such damage as must typically be expected to arise within the framework of the present contractual relationship (damage that is foreseeable as typical for the contract). In these cases, liability is limited to 200% of the amount paid by the customer to Westrath as total net remuneration (excluding any shipping costs) in the preceding contract year. In all other respects, liability for damage caused by slight negligence is excluded.

10.6 Claims of the customer against Westrath become time-barred within 12 months from the time they arise. This does not, however, apply to damage caused intentionally or through gross negligence by Westrath or by legal representatives, senior employees or ordinary vicarious agents of Westrath, to the breach of guarantees, or to liability under the Product Liability Act, in the case of fraudulent intent and in the case of personal injury.

11 Miscellaneous Provisions

11.1 German law applies, to the exclusion of private international law and of the UN Convention on Contracts for the International Sale of Goods as incorporated into German law.

11.2 The customer may set off claims of Westrath against the customer with the customer's own claims against Westrath only to the extent that these own claims of the customer have been recognised by Westrath or established by a court.

11.3 The customer may not assign claims arising from this agreement to third parties without Westrath's consent.

11.4 The place of jurisdiction for all disputes arising from or in connection with this agreement is Aachen. This does not apply if the customer has another place of jurisdiction in Germany and is neither a merchant nor a legal person under public law nor a special fund under public law.

11.5 Should individual provisions of this agreement be or become invalid, the validity of the remaining provisions shall not be affected thereby.