1. scope and subject matter
1.1. The Zeppelin Lab GmbH, Elsenstr. 106, 12435 Berlin (in the following: “Z Lab” or “we”) develops and distributes digital business models in the construction industry, including the equipment management system “zamics”, consisting of a platform, a smartphone application and equipment trackers (in the following: “zamics”), which is aimed at construction companies (in the following: “customers”). With zamics, work equipment ( tools and machines) tagged or tracked can be managed and the internal organization of companies can be improved.
1.2. Z Lab’s offer for the use of zamics is directed exclusively at entrepreneurs within the meaning of § 14 BGB.
1.4. Contract language is exclusively German.
2. use of zamics
- zamics consists of a platform (item 3) and an app (item 4). The content and the offered service components of zamics are based on the respective contractual agreements, as well as on a service and function overview attached to the offer, if applicable. Public statements made by Z Lab or its authorized representatives regarding zamics will only become part of the contractually agreed condition to the extent that they have been confirmed in writing by Z Lab.
- In order for the customer to be able to use and operate zamics, he must ensure that his smartphones meet the current system requirements in each case. zamics supports Android from version 5.01, as well as iOS from version 13.1.Since both zamics and the operating systems of the smartphones are constantly evolving, Z Lab is entitled to continue to adapt the system requirements to the state of development. The customer can inquire about the current system requirements directly from Z Lab.
- The platform and app shall be made available to the customer for the duration of the contractual relationship in the respective current versions. For this purpose, Z Lab maintains a platform on a server that can be accessed by the customer via the Internet. The Customer may download the respective current version of the App from the official Play Store (Android) or App Store (iOS) and use it for the duration of the contractual relationship.
- The use of zamics is subject to a charge. Z Lab is entitled to a monthly fee from the customer, the amount of which is calculated according to the number of devices managed by the customer via zamics (see Section 8 “Remuneration”).
- Z Lab provides the customer with various information at zamics.de, which essentially describes the essential functions of zamics and is partly illustrated by videos. The scope and design of the Website/Platform and App are at the sole discretion of Z Lab. Z Lab owes instructions or training only if they are agreed separately.
- The customer has no claim to the surrender of any source code of the zamics components (platform / app).
- After commissioning, Z Lab creates a company account at zamics for the customer. zamics is then configured for the customer. The configuration of the platform requires the specification of a company name. Login data are e-mail address and password. The email address is also used for communication with Z Lab and is authoritative for all correspondence between Z Lab and the customer relevant to the contract. In addition, a first user with admin rights is created with this email address.
- After registration, users have the possibility to manage their work equipment. Work equipment can be recorded individually or – in coordination with Z Lab – via an interface.
- In order to use zamics, it is necessary to create the respective user. After the first user has been created at the time of commissioning, new users are managed by the customer itself.
- New users will receive an email with a link to a password entry form. After choosing and entering a secure password, the user has the opportunity to check and correct, or add to his profile data and complete the creation of his profile. After this, he can log in using his e-mail address and password and use the product.
- Z Lab offers customers the possibility of functional distribution and assignment of various roles and tasks of users for the management of construction equipment. Users with the “Admin” role have the ability to manage both the platform and the app. For all other users, the management activity exists only through the app.
- New users or locations can only be created in the platform.
- To use the app, the customer must download the app from the official Play Store (Android), or App Store (iOS).
- The customer is generally responsible for keeping the app up to date and installing all updates provided. In parts, updates contain relevant functions for further use of the app, in which case an update must be performed.
- The customer can log in to and use the app using an email address and password.
5. general obligations of the customers when using zamics
- The customer is obliged to handle the login data with care. The customer is prohibited from disclosing the login data to third parties and/or allowing third parties to access zamics using the login data.
- The customer must refrain from any activity that is likely to impair and/or place an excessive burden on the operation of the platform, the app or the technical infrastructure behind it. These include in particular:
- the use of software, scripts or databases in connection with the use of the Platform;
- blocking, overwriting, modifying, copying data and/or other content, unless this is necessary for the proper use of zamics.
- It is the customer’s responsibility to ensure a permanent backup of the data used by him when using zamics on his own hardware.
- Should there be any disruptions in the use of zamics or its functionalities, the customer will notify Z Lab of this disruption immediately by email. The same applies if the customer has knowledge or a reasonable suspicion of irregularities.
6. availability, updates, individual functionalities
- Z Lab strives to ensure trouble-free operation of the software. By its nature, this is limited to services over which Z Lab has an influence. The customer acknowledges that a complete gapless availability of zamics is technically not feasible.
- Z Lab is free to partially, temporarily or permanently restrict access to zamics or individual functionalities due to maintenance, capacity concerns and other events beyond Z Lab’s control.
- Z Lab is entitled, but not obliged, to change the offer and the design of zamics during the term of the contract, in particular in order to adapt them to technological progress. This includes implementing new features, changing the user interface, and making adjustments to the backend. The type of adjustment is at the discretion of Z Lab.
- Maintenance, updates or changes may result in an impairment of the customer’s use of zamics. Z Lab will keep maintenance windows to the minimum and use them primarily for applying and testing updates and ensuring the security of the systems.
- Z Lab will announce significant changes that change the functionality of zamics as a whole to the customer by email with a notice period of at least two weeks.
- Z Lab provides the customer with zamics customer support. This takes place by telephone as well as by e-mail. The current contact details can be found at zamics.de. Currently these are:
Mo. – Fr. 10 a.m. – 5 p.m. (except for public holidays in Berlin)
0800 / 554 257 322
- A support case exists if zamics does not fulfill the contractual functions according to the product and service description and the use of zamics is not possible or only possible to a limited extent.
- If the customer reports a support case, he has to provide a detailed description of the respective malfunction in text form (§ 126b BGB) in order to enable the most efficient troubleshooting possible.
- No specific response or troubleshooting time is owed. The parties may enter into a separate agreement on the provision of support, maintenance and care services (SLA).
8. Data privacy
- If the Customer processes personal data and uses zamics for this purpose, it warrants that it is authorized to do so in accordance with the applicable provisions, in particular the provisions of data protection law. This also applies to any required consents. In the event of a violation, he shall indemnify Z Lab against claims of third parties.
- The monthly usage fee for zamics is based on the number of work resources managed by the customer via zamics. For this purpose, zamics will prepare and submit to the customer upon request an individual offer with the service packages and prices per service package applicable to the customer, which will become part of the contract and on the basis of which Z Lab will invoice the customer monthly for the usage fee. If the number of work resources managed via zamics changes in such a way that the scope of a larger license package is reached, Z Lab is entitled to adjust the monthly usage fee for the use of “zamics” to the respective license package at the end of each month. The discounts granted by Z Lab apply accordingly to the new license package.
- zamics offers six standard license packages:
|Number of work equipment||Monthly license fee|
|up to 100||95,00 €|
|up to 250||195,00 €|
|up to 500||275,00 €|
|up to 1.000||395,00 €|
|up to 2.500||675,00 €|
|up to 5.000||995,00 €|
|from 5.000||Individual prices|
- The usage fee is due for payment two weeks after the invoice date. If monthly remuneration has been agreed, this shall be due for payment on the 1st of the following month. A digital invoice is also considered effective when it is received by the customer.
- In case of payment by direct debit, Z Lab will conclude a separate (SEPA) direct debit agreement with the customer.
- If Z Lab cannot debit the specified account or the customer delays the payment of the due remuneration by more than two weeks, Z Lab has the right to terminate the usage agreement without notice or to block the access to zamics temporarily or permanently.
- In the event of a blocking, Z Lab’s claim to remuneration remains unaffected. Access to zamics will be reactivated immediately after payment of the arrears.
- If Z Lab suffers damage due to the fact that the means of payment specified by the customer cannot be debited for due payment claims due to lack of cover or a debit made by the customer is called back without authorization, Z Lab can demand compensation for this from the customer and debit the specified means of payment herewith.
- Z Lab is entitled to adjust the prices according to equitable discretion (§ 315 BGB) and to increase the agreed prices if a further provision of services without price adjustment is unreasonable for Z Lab when weighing the interests of both parties. Z Lab is entitled to further price increases if the last price increase was at least 6 months ago. Z Lab will announce the price increases to the customer one month in advance by e-mail. If the customer does not object to the price increase in writing or by e-mail within 2 weeks after the announcement of the planned price increase, this shall be deemed as consent to the announced price increase. Z Lab will point this out separately in the announcement.
10. term and termination
- This contract begins with the signatures and is initially valid for a fixed term of 12 months (minimum contract term). After expiry of the minimum contract term, the contract shall be extended by a further 12 months in each case (extension term) if it is not terminated by one of the parties no later than 6 months before the end of the respective term.
- The parties are free to terminate the agreement for cause. Good cause for Z LAB shall be deemed to exist in particular if the Customer, despite a reminder, is in default of payment of its remuneration obligation under Section 9 for two consecutive dates in full or for a longer period of time by an amount corresponding to two average monthly remunerations or grants third parties access to zamics or enables its use in violation of Section 5.1.
- Declarations of termination must be in writing to be effective.
11. Rights of use
- Rights of use
- The platform is provided as software as a service. The possibility of use for the customer is thus limited to the use of the platform. Further copyrighted rights of use or exploitation are not granted. Accordingly, the customer is not entitled to duplicate or modify the software outside the scope that is mandatory for the operation of the program or to grant third parties access to the applications outside the agreed contractual purpose, in particular to sell or sublease them.
- The app is made available to the customer via the official Play Store (Android). The customer has the right to download the app, save it on his end device and use it as intended. The customer is entitled to make any number of new installations of the app.
- The customer is not entitled to modify, edit, disassemble, decompile zamics or grant third parties access outside the agreed contractual purpose.
12. Reference marketing
- Z Lab is entitled to use the business designations of the customer, including any trademarks and company logos, as a reference within the scope of its own marketing after prior coordination with the customer. This includes in particular the use in reference customer lists. In addition, Z Lab is entitled, with the prior consent of the customer, to use verbatim quotes from the customer for advertising purposes, stating the customer’s name and using the customer’s logo.
- Z Lab strives for trouble-free operation of the app and platform. By its nature, this is limited to services over which Z Lab has control. The customer acknowledges that a complete gapless availability of zamics is technically not feasible. However, Z Lab strives to keep the applications available as permanently as possible. However, there is no entitlement to this.
- Z Lab assumes no responsibility for the operability of the connection to the contractual resources, in the event of power failures and in the event of failures of servers, mobile devices or operating systems used on them that are beyond its control.
- Z Lab reserves the right to restrict access to the Platform and/or App in whole or in part, temporarily or permanently, due to maintenance, capacity concerns, and events beyond Z Lab’s control.
- With regard to the granting of the possibility to use the platform and app, the warranty provisions of §§ 535 et seq. BGB.
- Sections 536b (knowledge of the tenant of the defect at the time of conclusion of the contract or acceptance), 536c (defects occurring during the rental period; notification of defects by the tenant) BGB apply. The application of § 536a para. 2 (Tenant’s right of self-remedy) is excluded, however. Also excluded is the application of § 536a para. 1 BGB (liability of the landlord to pay damages), insofar as the standard provides for strict liability.
- Unlimited liability: Z Lab is liable without limitation for intent and gross negligence, in the event of breach of a contractually granted guarantee and in accordance with the Product Liability Act. Z Lab is liable for slight negligence in the event of damage resulting from injury to life, body and health of persons.
- In all other respects, the following limited liability applies: In the event of slight negligence, Z Lab is only liable in the event of a breach of a material contractual obligation, the fulfillment of which makes the proper execution of the contract possible in the first place and on the observance of which the customer may regularly rely (cardinal obligation). The liability for slight negligence is limited to the amount of damages foreseeable at the time of conclusion of the contract, the occurrence of which must typically be expected.
- In the event of a slightly negligent breach of a cardinal obligation, the amount of liability shall be limited to the damage foreseeable and typical for the contract at the time of the conclusion of the contract with regard to the respective component of the service.
- Any further liability of Z Lab, in particular for loss of profit, is excluded.
- A limitation period of one year applies to all claims against Z Lab arising from contractual and non-contractual liability. It shall commence at the time of the occurrence of the damage and shall end at the latest upon expiry of the limitation period for material defects.
- If the customer does not object to the change or supplement within 30 days after the announcement of the change or supplement, this is deemed to be an agreement with the change or supplement; Z Lab will point this out separately in the announcement.
16. assignment, assumption of contract
- The assignment of rights and obligations under this Agreement is permitted only with the prior written consent of Z Lab. Z Lab is entitled to entrust third parties with the fulfillment of the obligations under the contract.
- Z Lab is entitled to transfer this contract with all rights and obligations to a company of its choice. In the event of the transfer of this contract to another company, the customer shall be entitled to a special right of termination, which must be asserted within 14 days of notification.
17. set-off, retention
- The customer is only entitled to a right of set-off if its counterclaim has been legally established, is not disputed or acknowledged by Z Lab or is in a close synallagmatic relationship to the claim of Z Lab.
- The customer may only exercise a right of retention insofar as its counterclaim is based on the same contractual relationship.
18. final provisions
- Amendments to the contract as well as all declarations and notifications relevant to the contract must be made in writing, unless another form has been agreed or is required by law.
- The contract shall be governed by the laws of the Federal Republic of Germany to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods.
- Should individual provisions of the contract be invalid, this shall not affect the validity of the remaining provisions.
Status: November 2021