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Terms & Conditions

GENERAL TERMS AND CONDITIONS OF SETNET

  1. Scope
    1. The performance of all contracts (as defined in Section  2) of Setnet, a company by Matthias Lang, organized under the laws of Germany and having its place of business located at Pfälzer-Wald-Str. 61, 81539 Munich, Germany (hereinafter “Provider”) with the commercial business customer in the meaning of Section 14 German Civil Code (Bürgerliches Gesetzbuch – “BGB”) (hereinafter “Client”) identified in the User Agreement (as defined in Section 2.2) (the Provider and the Client are hereinafter also separately referred to as “Party” and jointly referred to as “Parties”) with respect to the use and the license regarding the web- and/or app-based Setnet film project management platform (hereinafter “Setnet”) as described on the internet site www.setnet.com or Setnet-Apps (as defined in Section 2.1), and the User Agreement (as defined in Section 2) shall be solely governed by these General Terms and Conditions (“Terms”). 
    2. These Terms take precedence over any other terms and conditions which may be included in a Client’s order concerning the use of Setnet or otherwise, which shall be of no binding force or effect and to which notice of objection is hereby given. 
    3. In absence of any separate, written agreement between the Parties or any written notice by the Provider to the contrary, these Terms shall also apply in respect of any future orders with the Provider in relation to the use of Setnet.
    4. The Provider reserves the right at any time to amend these Terms as deemed necessary due to an extension of services or legal system changes. The Provider shall notify the Client in writing of any amendments to these Terms and of the fact that the Client shall have two (2) months from the date of notice to object to the amendments. A failure to object within such two (2) months shall be deemed as consent to the amendment of these Terms by the Client. 
  1. Conclusion of contract and description of services
    1. The use of Setnet shall require the registration and creation of a company account on www.setnet.com or its associated apps (hereinafter “Setnet Apps”) as stated in Section 3. Setnet must only be called up and used via the internet site setnet.com and its subdomains or Setnet Apps.
    2. By clicking on the button „Register“ at the end of the registration procedure, the Client shall submit an offer to conclude a contract concerning the use of Setnet on the basis of these Terms (hereinafter “User Agreement”). After reviewing the Client’s data pursuant to Section 3.1 the Provider shall send the Client a confirmation. Thereby the User Agreement shall be concluded in accordance with these Terms. By activating the company account for the first time, the Client shall be enabled to use Setnet on a limited free trial basis (hereinafter “Setnet Free Trial”). Extensions and upgrades regarding the use of Setnet shall be made by the Client via its company account by booking data plans. The scope of the use of Setnet and, thus, further details regarding the User Agreement are determined by the booked data plan. Upon choosing a data plan the Client shall also include information concerning the users who are involved in a project (hereinafter „Project“) (listed users hereinafter “Users”). 
    3. With conclusion of the User Agreement and the choosing of a data plan the Client and the Users shall be entitled to access Setnet and, via the web- and/or app-based access, to store production-related contents such as audio and video files, as well as other production-related documents, on the associated servers, to make them available for download and/or to retrieve them from there. In addition, the Client and the Users will be able to manage their contact data and send or receive notifications. Usage of Setnet shall be limited to the quantity of storage space set out by the Provider, as well as the number of projects approved by the Provider. 
    4. The specific graphical and functional layout of the forms of use covered by the User Agreement, the expansion of the forms of use to include additional features, or their supplementation with chargeable additional services fall under the discretion of the Provider. The Provider shall at all times be entitled to amend and adjust the specific layout, provided it retains the forms of use covered by the User Agreement. 
  1. Registration, company account and usage of passwords
    1. Registrations shall be made on www.setnet.com or the Setnet Apps. After such registration of the Client, the Provider shall send the Client an e-mail with a link to the e-mail address provided by the Client during the registration procedure. This link shall be sent within 48 hours after the registration and shall serve to verify the e-mail address provided by the Client (Double Opt-in). If the link is not clicked within forty-eight (48) hours, the registration procedure shall be discarded and all data entered by the Client shall be deleted. After clicking on the link and verifying the e-mail address, the Provider shall review the Client’s data. With the sending of a confirmation e-mail to the Client, the Client’s user account shall be activated.
    2. Under the terms of the registration procedure and choosing of a data plan, the Client shall be obliged to provide truthful and complete information regarding his company, a key contact and all Users and to ensure that the data are kept up to date.
    3. The company account may only be used by the Client and the Users for the Project. The Client and the Users shall keep their password secret and shall not be permitted to authorize third parties to access and/or use Setnet on their behalf. The Client shall notify the Provider promptly should he suspect that the user accounts of the Client or the Users and/or the relevant access data have been misused or that a security breach in relation to the use of Setnet has occurred or is impending.
    4. The Client and the Users shall be responsible for all activities that are carried out in connection with their user accounts.
  1. License fee and payment
    1. The license fee for the use of Setnet, the terms of payment and the payment plan, if any, shall be specified in the User Agreement. Unless otherwise agreed, the period for payment shall be thirty (30) days after receipt of the invoice.
    2. If not otherwise stated, the license fee indicated in the chosen data plan in the User Agreement does not include value added tax (VAT; Umsatzsteuer). The legally applicable rate of VAT on the invoice date, if applicable, shall be charged to the Client separately.
    3. The first billing month shall start on the day the User Agreement is concluded. Subsequent billing months shall end on the same day of every following calendar month. If this particular day is missing in a given calendar month, the billing month shall end on the last day of the relevant month.
    4. All payments to be made by the Client to the Provider under these Terms shall be in Euro and shall be by way of wire transfer to an account at a commercial bank designated by the Provider in its invoice.
    5. Default interest shall be charged at a rate of nine (9) percentage points (per annum) over and above the prevailing twelve-month (12-month) European Central Bank base interest rate. Without prejudice and in addition to the charging of default interest, the Provider reserves the right to claim damages against the Client. The Client shall be entitled to prove that the Provider has suffered no damage or only a minor loss as a result of the delay in payment. 
  1. General duties of the Client and duties regarding content posted
    1. The Client shall avail himself of the forms of use made available by the Provider only within the scope of the User Agreement. The Client shall be prohibited from all improper use above and beyond this appropriation. 
    2. When using Setnet, the Client or the Users shall not (i) save, publish and/or transmit data, text, pictures, files, links, software or other content that, according to the relevant statutory provisions, is unlawful, damaging, threatening, improper, vexatious, defamatory, vulgar, obscene, likely to promote hatred, racist, pornographic, likely to glorify violence or in any other way objectionable; or (ii) save, publish and/or transmit material that contains software viruses or other information, files or programs that are intended or liable to interrupt, destroy or limit the functions of computer software or hardware or telecommunications equipment.
    3. The Client shall be prohibited from making any changes to or manipulating the internet or app presence of the Provider.
    4. The Client undertakes to ensure that the Client only enables Users to use or to have access to the user account and Setnet if such Users are made aware of the rights and obligations set forth in these Terms and have accepted such rights and obligations set forth herein as binding.
    5. The content uploaded to the user account by the Client or the Users shall remain the Client’s content (hereinafter “Client’s Content”). The Provider will make no claim to ownership of content uploaded or posted by the Client or the Users via Setnet.
    6. The Client will control who has access to this content. The Client acknowledges that content posted by the Client or the Users in an area accessible to third parties, will be disclosed and could be used by any such third party who has access to this area.
    7. Third parties might be able to comment on the Client’s Content which the Client or the Users have disclosed in an area accessible to third parties. The Client acknowledges that such content and activities of third parties, including in particular content that refers to third party websites via links, shall not be attributed to the Provider, nor shall they reflect the Provider’s opinion. The Provider expressly distances himself from all external links on www.setnet.com or within the Setnet Apps as well as regarding Client’s Content. The Provider has no influence over the content of linked internet pages. The Provider reserves the right to remove links to internet pages that infringe applicable laws in particular.
    8. As per the User Agreement, the Client shall be obliged to back up the data he saves within Setnet separately as a back-up copy. If the access to Setnet is blocked or terminated with regard to the Client or in the event of functional disruption, the data will be permanently deleted from the Provider’s server. Deleted data can generally no longer be recovered.
  1. Third party claims
    1. The Client or the Users shall not infringe any third party rights (e.g. infringement of IP-Rights (as defined in Section 8.1) or personality rights, breaches of competition law) when using, modifying and posting Client’s Content (text, pictures, photographs, videos, names, trademarks etc.).
    2. The Client shall hold the Provider harmless from all third party claims that may be brought against the Provider in relation to legal infringements committed by the Client or the Users or for which the Client or the Users are responsible. The Client shall bear all necessary costs of legal defense relating to such matters.
    3. The Provider shall be entitled to cancel or deactivate Client’s Content in the event that the Client’s Content violates third party rights or that third parties bring claims for a legal violation, provided that such third party claims are not manifestly groundless. Should the Provider become aware of a possible reasonable breach of the law due to the Client’s Content, he shall promptly inform the Client thereof in writing. 
    4. The Provider is not aware that the use of Setnet by the Client conflicts with the IP-Rights (as defined in Section 8.1) of third parties. The Client shall inform the Provider immediately of any claiming of such IP-Rights by third parties.
  1. Offsetting, retention rights and assignment
    1. The Client shall only be entitled to offset counterclaims that have been legally ascertained, are uncontested or have been accepted by the Provider, against amounts which are owing by the Client to the Provider.
    2. The Client shall exercise its rights of retention only to the extent that its counterclaim (i) has been legally ascertained, is uncontested or has been accepted by the Provider, or (ii) is based on the same contractual relationship (i.e. the User Agreement). With regard to (ii), the Client may exercise its right of retention in an appropriate extent due to a notice of defects.
    3. The Client may not assign any rights and duties according to the User Agreement to any third party without the Provider’s prior written consent. 
  1. Intellectual Property 
    1. Intellectual Property Rights (“IP-Rights”) shall mean any and all rights in relation to inventions, patents, utility models, designs, copyrights and associated intellectual property rights, trademarks as well as comparable proprietary rights – registered or not – existing anywhere in the world.
    2. All IP-Rights contained in Setnet shall be reserved by and shall remain the sole property of the Provider, in particular for all applications of the underlying source codes and the internet or app presence of Setnet. The source code shall not be part of the User Agreement and therefore shall neither be disclosed nor shall a right to use be granted in regard to the source code.
    3. As long as the user accounts of the Client and the Users are active, the Provider shall grant the Client a non-exclusive, non-sublicensable and non-transferable license regarding Setnet and the IP-Rights contained in Setnet if and to the extent required to use Setnet as specified in the User Agreement (hereinafter “License”). 
    4. Unless not required for the agreed use of the Setnet Apps, the Client shall not save Setnet in whole or in parts on a computer, server or other electronic storage medium and/or bypass the License and run the software particularly on other internet sites. Unless otherwise stipulated in statutory law the Client may not decipher, decompile, disassemble, reverse assemble, modify, translate, make public, further develop, reverse engineer or otherwise attempt to derive source code, algorithms, tags, specifications, architectures, structures or other elements of Setnet. The Client shall not modify or remove content, in particular proprietary notices, labels or advertising banners from the Setnet or associated documentation.
  1. Liability and limitation of liablity
    1. Liability of the Provider
      1. If not otherwise stipulated below, the Provider shall only be liable for damages that the Provider or its employees, executive employees, representatives and vicarious agents have caused by gross negligence and/or wilful misconduct. 
      2. In the case of violation of the essential duties described in these Terms and the User Agreement (wesentliche Pflichten; Kardinalpflichten), the Provider shall also be liable for negligence, whereby this liability is limited to the foreseeable, contractual typical damages, which would have been reasonably foreseeable on the date the User Agreement is concluded or on the date when the breach of duty was committed. Essential obligations are those whose fulfilment is essential for the proper execution of the User Agreement by the Provider and on whose compliance the Client can regularly rely and trust.  
      3. Any contributory negligence of the Client shall be taken into account in the case of liability. The Provider shall not be liable for damages solely caused by breach of these Terms or the User Agreement, faults or improper use of Setnet on the part of the Client or the Users or which are solely outside of the Provider’s area of responsibility, such as browser-related incompatibilities, for potential server failures or computer errors. 
      4. Claims for damages under the German Product Liability Act (Produkthaftungsgesetz – ProdHaftG) and all other applicable mandatory law as well as claims for the injury and damage to life, body and health and in the event of the assumption of a guarantee (Garantie) shall remain unaffected by any limitation of liability, as far as applicable.
      5. The exclusions and limitations concerning the liability for damages by the Provider according to these Terms shall also apply to personal liability for damages of the Provider’s employees, executive employees, representatives and vicarious agents.
    2. Liability of the Client
      1. The Client shall be liable for all damages caused by any breach of these Terms, the User Agreement and applicable law committed by the Client or the Users or for which the Client or the Users are responsible, in particular, but not limited to, damages caused by changes to or manipulation of the internet and/or app presence of the Provider and/or Setnet as well as damages caused by third party claims in relation to legal infringements. 
      2. The Client shall be liable for the fault of its Users, employees, executive employees, representatives and vicarious agents as for its own.
  1. Confidentiality
    1. “Confidential Information” shall mean any and all information, whether provided in written, oral, visual or other form, disclosed by one Party (hereinafter “Disclosing Party“) to another Party (hereinafter “Receiving Party“) in connection with the User Agreement and which is clearly marked as “confidential” or “vertraulich” and/or comparable and/or regarded as confidential due to its nature and protection, but shall not include any information which the Receiving Party can demonstrate by reasonable evidence: 
      1. is or becomes public knowledge through no fault or omission of the Receiving Party; 
      2. is, at the time of disclosure, already in the possession of the Receiving Party; 
      3. is lawfully obtained by the Receiving Party from a third party under no obligation of confidentiality to the Disclosing Party; or
      4. is independently developed by the Receiving Party without reference to the Confidential Information disclosed pursuant to the User Agreement.

In cases of doubt, the Receiving Party shall treat any information disclosed by the Disclosing Party as Confidential Information, unless the Disclosing Party has advised otherwise in writing. All Confidential Information shall be treated as confidential, unless expressly excluded from the confidentiality obligations set forth herein. 

    1. Except as provided within these Terms, the Receiving Party shall not, directly or indirectly, disclose any Confidential Information to any other party, corporation, subsidiary, organisation or person of any kind without the prior express written consent of the Disclosing Party. The Receiving Party shall use the Confidential Information solely and exclusively to assert any of the rights and fulfil any of the obligations under the User Agreement, and will not use the Confidential Information for any other purpose. The Receiving Party shall hold the Confidential Information in confidence using the same degree of care the Receiving Party uses to protect its own confidential information, but in no event less than a degree of care that is reasonably required to ensure a reasonable high level of protection of such information to keep it secret. The Disclosing Party may determine steps to be implemented to secure the Confidential Information, which will be binding for the Receiving Party.
    2. The Receiving Party shall limit access to Confidential Information received hereunder to those of its directors, officers, employees and, respectively, its affiliates (in the meaning of Section 15 of the German Stock Corporation Act, Aktiengesetz) to and their directors, officers and employees with a need to know in order to fulfil the obligations and assert the rights under the User Agreement and these Terms. The Receiving Party may disclose Confidential Information to its accountants, auditors, lawyers, tax advisors and comparable professional advisors for use solely in accordance with the User Agreement and these Terms. Prior to making any disclosure hereunder (including a consented disclosure to a third party according to Section 10.2 sentence 1) the Receiving Party undertakes to ensure that any intended recipient is made aware of the obligations of confidentiality and non-use set forth in these Terms and accepted such obligations set forth herein as binding.
    3. Notwithstanding the obligations set forth above, the Receiving Party may disclose Confidential Information to the extent necessary to comply with the requirements of a supervisory agency or any other applicable law or regulation. The Receiving Party shall provide the Disclosing Party with notice of such requirements and its intent to make the disclosure to give the Disclosing Party a reasonable opportunity to obtain a suitable protective order against such disclosure. 
    4. The Parties agree that: 
      1. upon request by the Disclosing Party, the Receiving Party shall destroy or return to the Disclosing Party all Confidential Information, which the Receiving Party has received under the User Agreement from the Disclosing Party in written or any other tangible form, including copies thereof; and
      2. upon request by the Disclosing Party, the Receiving Party shall destroy all working documents and materials containing Confidential Information; 
      3. unless to the extent the Receiving Party has a right to use the Confidential Information under the User Agreement or these Terms, or is required to retain such information under applicable mandatory law.
    5. The Receiving Party acknowledges that the Confidential Information disclosed or to be disclosed by the Disclosing Party represents the Disclosing Party’s valuable property, which is intended to be maintained in perpetuity as trade secret property. Accordingly, the obligations under this Section 10 shall survive for a period of ten (10) years following the effective date of the User Agreement.
  1. Data Protection

Personal data (such as contact details) of the Client and the Users which is disclosed to the Provider shall be collected, used and processed by the Provider, solely for the purposes of performing the User Agreement, in accordance with the applicable data protection laws and the Provider’s privacy statement on www.setnet.com. 

  1. Duration and Termination
    1. After the end of the maximum usage period of Setnet Free Trial as set out during the first registration procedure by the Client the User Agreement shall automatically expire, unless the Client books a fee based data plan pursuant to Section 2.1.
    2. .In case the Client books a data plan pursuant to Section 2.1 the User Agreement shall have a minimum duration of one (1) month. After the end of the minimum duration period, the User Agreement shall automatically renew for a period of one (1) more month, whereby this renewal procedure shall be applicable until the User Agreement is terminated by either Party. 
    3. Each Party may terminate the User Agreement without stating reasons as follows:
      1. During the minimum duration period pursuant to Section 12.1 sentence 1 with a one (1) week’s prior notice;
      2. After the minimum duration period with a one (1) month’s prior notice.
    4. The User Agreement may be terminated for good reason by both Parties. Good reason shall be considered to exist in particular, in the case of any major breach under any terms or conditions of these Terms, and if the breaching or defaulting Party does not cure or commence to cure any such breach or default within thirty (30) calendar days after receipt of written notice by the non-breaching or non-defaulting Party.
    5. In particular, but not exclusively, a major breach under these Terms by the Client or the Users shall be considered to exist:
      1. In the event of misuse of Setnet, particularly in the realm of video transcoding;
      2. In the case of a possible reasonable major breach of the duties pursuant to Section 6.3;
      3. In the case of any violation of the License;
      4. In the case of default of payment of the license fee pursuant to Section 4.1 for at least two (2) months.
    6. During the thirty (30) day cure period pursuant to 12.4 the Provider shall be entitled to block the user accounts of the Client and of the Users.
    7. In the event of termination of the User Agreement for good reason by the Provider, the Provider will delete the user accounts of  the Client and of  the Users and shall be entitled to refuse to approve the activation of a new account for the Client for an indefinite period of time after termination.
    8. Each notice of termination of the User Agreement shall be given in writing in order to be legally effective.
    9. If not otherwise agreed above, the termination or expiration of the User Agreement shall not discharge, affect or modify any rights or obligations, which accrued or were incurred prior to the date of termination or expiration. Without limiting the foregoing, payments owed prior to the effective date of termination pursuant to Section 4 remain unaffected.
    10. 12.10. Subject to Section 12.9, no sums or other forms of compensation shall be due from either Party to the other Party by reason of severance, compensation, goodwill, loss of future profits, reimbursed investment or any similar concept or form of termination indemnity.
    11. In case of termination or expiration of the User Agreement, the Provider shall warn the Client one (1) week in advance that the User Agreement is ending and that all the Client’s data stored to Setnet will be deleted with the end of the User Agreement. In the case of a termination for good reason, the Provider shall provide the Client a reasonable period of time (maximum of one (1) week) to archive and save his data separately onto his own devices.
  1. Governing law, dispute resolution and venue
    1. These Terms shall be governed and construed in accordance with the laws of Germany. These Terms shall not be governed by the United Nations Conventions for the International Sale of Goods, the application of which is expressly excluded.
    2. The regional courts (Landgericht) of Munich I, Germany shall have exclusive jurisdiction and venue over all disputes arising out of or in connection with these Terms.
  1. Miscellaneous
    1. Either Party may only advertise the business relationship with the other Party, in particular by mentioning or using the company name and/or company logo of the other Party, with the prior written consent of such other Party.
    2. Oral collateral agreements do not exist. These Terms and the User Agreement may only be amended, replaced or amended in writing. 
    3. Any reference to any written form requirement within these Terms shall be understood as “text form” in the meaning of Section 126b BGB; i.e. in particular that facsimile or email submission shall suffice.
    4. Any headings used in these Terms are for convenience purposes only and shall not have any effect on the interpretation of the Terms.
    5. If any provision of these Terms is legally invalid or unenforceable, this shall not affect the validity or enforceability of any other provision of these Terms. In such case, the Parties shall replace the invalid provisions or unenforceable provision by a valid and enforceable provision which comes as close as possible to the economic scope of the invalid or unenforceable provision.