General Terms and Conditions
1. Offer and delivery
These General Terms and Conditions apply to all offers, deliveries and services of Convento GmbH, hereinafter referred to as Convento, relating to its myconvento product. They are deemed to have been approved by the customer when the order is placed or when the customer places an order and we subsequently activate it. Their current version can be viewed online at any time on the myconvento homepage at www.myconvento.com. Any provisions deviating from these terms and conditions must be confirmed in writing by Convento.
Written offers are binding within thirty days of delivery, unless otherwise agreed. Verbal agreements shall only become valid upon written confirmation. The obligation to pay damages for non-performance or delay is excluded, unless we or our vicarious agents have acted with intent or gross negligence.
myconvento is available immediately after the order and subsequent activation by us. Our invoicing is based on the start date of the subscription specified with the order and the scope of services ordered.
In the case of ordered services, we undertake to offer an appointment within 45 days of receipt of the order. In return, we are entitled to invoice the ordered services after 45 days, regardless of the service provided. We reserve the right to make partial deliveries and issue partial invoices.
2. Start of the subscription contract and term
A subscription begins with a 15-day start phase. During this period, the use of myconvento is free of charge, although it is restricted in some areas (see description under "Details and prices" at www.myconvento.com). These GTC also apply during the free start-up phase. During this period, users are prohibited from exporting data that they have not previously imported (especially external search data - see section 6). At the end of the 15-day period, the contract status automatically changes to a paid subscription, unless the licensee has already initiated this change or canceled the start phase.
The contractual relationship is then automatically extended until the end of the calendar year and then until the end of the following calendar year if it has not been terminated in writing by either party at least three months before the end of the year. In subsequent years, the notice period is also three months to the end of the year.
3. extension or reduction of user licenses
User companies can make changes to the scope of their licenses themselves in their myconvento.com account. Reductions in the scope of their license are possible with three months' notice to the end of the year, extensions at any time. The basis of calculation for extensions is the then valid price list.
4. support services
We provide the following services during the term of the contract:
a. Software maintenance
Adaptation and expansion of the web platform and corresponding software. Elimination of defects, insofar as these can be eliminated with reasonable effort. Notifications of defects by user companies must be made in writing and immediately after the defect is discovered. We must be able to trace the defect in order to rectify it. Users must support us in troubleshooting if necessary.
b. Further software development
Permanent expansion of the range of functions as well as simplification and improvement of the user interface.
c. User support
Chat and e-mail support as well as telephone support for users. Telephone support is usually billed separately. Support is provided during our business hours (Monday to Friday 8.00 a.m. to 6.00 p.m., except on NRW public holidays). Separate agreements on different support times are possible. If untrained users use our support for simple user questions, Convento shall be entitled to refuse support and offer training.
5. Protection and copyright
Convento grants the user company a non-transferable, non-exclusive right to use myconvento. The data and work results created within myconvento may be freely used by the user and reproduced as desired.
No ownership of myconvento is acquired through the aforementioned right of use. However, the customer's specific data shall remain his property for the entire term of the contract.
6. Use of research data
a. Restrictions on the license to use search data
Convento offers national and international search data under the name "myconvento pressbase".
The "pressbase world" corresponds to the "Zimpel International" service offered by Newsaktuell GmbH in Hamburg. Its use is subject to Newsaktuell's terms of use and license conditions, which can be viewed at any time on their website.
In addition, Convento itself is a provider of a media database. Users can access this data from within myconvento and use it for research and mailings. The use of this data is only permitted within a valid myconvento subscription. They may not be sold or passed on to third parties - even in part - or used together with third-party companies that do not have a myconvento license. The only exception is the joint use of a myconvento account by an agency and its customer or the joint use of companies that are affiliated with each other. See also point 8, where it does not matter which company is the licensee.
Advertising and PR agencies and consultants are permitted to give their customers access to the external databases in order to coordinate advertising and PR measures. This also applies to the initiation of new business by carrying out a one-off mailing with the data for a potential new customer or granting one-off access to a mailing list.
Agencies and comparable service providers may only use the data in the context of longer-term consulting retainers, but not for one-off mailings for customers or the development of an offer that is similar to a press portal or mailing service without a retainer or in which data - including excerpts - is sold or passed on.
Any use for purposes other than those specified in the above license conditions is not permitted without the written consent of Convento GmbH or a separate written agreement. We would like to point out that, in order to protect our interests, we work with so-called cover addresses where we regularly check the senders.
When sending messages to e-mail addresses provided by Convento, each user company explicitly undertakes to send only media or press-relevant information and no advertising material, not to infringe any copyrights or personal rights and not to violate competition law.
With "pressbase Media Intelligence", Convento offers an outstanding tool for finding the right recipients for a message. This gives user companies the opportunity, but also the obligation, to only send messages that correspond to the interests of the message recipients. In the event of complaints from message recipients or obvious infringements, Convento will first issue a written warning. In the event of a repeat offense, Convento shall be entitled to restrict, monitor or modify the mailings of a user company at its discretion in order to protect its own service and the message recipients.
b. Copyright
The external data is the property of the respective supplier and is protected by copyright laws and other national legislation. Convento draws attention to the fact that users are liable for all damages resulting from copyright infringements.
c. Expiration of the license
When the subscription expires, the license to continue using the search data provided in myconvento also expires, but not the user's own data. The restrictions on the license and copyrights listed under points 5, 6 and 8 of these General Terms and Conditions shall remain in full force and effect even after the end of the contract.
d. Quality and usability
No guarantee is given for the accuracy and completeness of the database. Convento reserves the right to make necessary changes to the data selection and the data structure, provided that this does not result in any disadvantages for the user.
7. Warranty of Convento GmbH
Convento expressly points out that it is technically impossible to create error-free software or IT systems. Convento therefore only guarantees the technical usability of the myconvento platform for the specified purpose. myconvento is not subject to defects that cancel or reduce the value or suitability for the contractual purpose. The information in the product description is not to be understood as a guarantee promise unless it is expressly designated as a guarantee.
myconvento covers all essential and typical IT-related tasks in public relations as well as corporate and financial communication. However, Convento does not guarantee that this corresponds to the specific operational requirements of the user company, unless otherwise agreed in writing.
The actual processing time ("performance") of the functions and services in myconvento depends on the capacity of the user's Internet access, his terminal device and its degree of utilization. It can therefore not be guaranteed. However, every user can test it during the free 15-day start-up phase.
The user company shall immediately notify Convento in writing of any defects found and document errors as far as possible. If the user company fails to notify Convento, myconvento shall also be deemed approved with regard to the defect.
In the event of justified complaints, Convento undertakes to rectify the defects within four weeks. If the defect is not rectified or if an attempt to rectify the defect is unsuccessful, the user company may reduce the subscription fee by up to 50%, provided that it can prove that the defect results in a corresponding reduction in value. In the event of unauthorized tampering with the system by the user, Convento shall not be liable for any resulting defects.
If on-site services are required (e.g. training courses), invoicing shall normally be based on time and effort and on a daily rate. It does not matter in detail how many hours the trainer was actually on site.
8. Scope of license and flat-rate usage fee
The usage fee to be paid by the user company is a fixed monthly or annual amount, which is primarily based on the number of registered and thus licensed users of myconvento (Named User Licensing). In addition, there are other services such as search data, dispatch service or storage volume.
All users of a user company can work separately, even across national borders, or use their access from different workstations, but only once at a time.
Different companies that work together or belong to a group of companies can share the use of a subscription, provided there is a service contract between them (example: press office and agency work together on one system) or one of the companies holds at least 50% of the shares of the other company. In this case, all users share a common database. The leading company assumes the role of licensee and invoice recipient.
Convento reserves the right to change the usage fee at the beginning of a calendar year. In this case, we will inform our user companies of the change in writing by June 30 of the previous year.
9. additional services for a separate fee
Convento offers the following optional services for a separate fee:
Individual extension of the application according to user requirements
User workshops and consulting services
Qualified integration of existing external contacts into the myconvento database
Distribution list maintenance
Advice on media monitoring and success control
Such additional services shall be remunerated on a time and material basis at the applicable daily rates, which Convento shall inform the user company of in the order confirmation. If services are provided at the customer's premises, Convento shall charge any travel costs incurred and, if applicable, flat-rate accommodation and expenses.
10. user agreement, promise of performance, liability
a. Scope of services
myconvento is a SAAS (Software as a Service) solution. The user company obtains both the required software and the underlying database and computing power from a computer center in the European Community. Internet access is provided via a standard and common browser.
Convento provides users with the computing power (server) likely to be required for a typical application. The user is responsible for operating the necessary client computer or mobile end device, as well as for establishing the online connection to the myconvento Internet platform.
Convento reserves the right to make reasonable changes to the scope of services at any time and to discontinue services that no longer meet current standards.
b. Data protection and data security
Convento is constantly working to comply with its obligations under the EU GDPR and to continuously improve, especially with regard to data security. This includes our "Technical and Organizational Measures (TOMs)", an annual "Self Audit", penetration tests of selected customers and our separate "Convento GmbH Privacy Policy", which can be viewed at www.myconvento.com.
With their order, all user companies automatically conclude our "Contract for commissioned data processing (ADV contract)" with us in accordance with Art. 28 para. 3 EU GDPR. This is automatically effective even without signatures. User companies also have the option of concluding individual contracts with us as part of our "Premium Contracting" offer. See also "12. Conclusion of the ADV contract".
c. E-mail dispatch
Convento offers high-quality technical procedures for the delivery of mass e-mails (example: SPF/MX, DKIM procedure). Additional functions ensure the high standard of the myconvento dispatch system (dispatch planner, audit-proof dispatch archive, HTML templates, success statistics, bounced mail handling, blacklisting, etc.).
d. Service level agreement/availability
Convento guarantees an availability of 99.5% for its myconvento service, averaged over a period of 365 days. Scheduled service windows are excluded from the calculation of availability.
In the event of errors or malfunctions that make the use of myconvento impossible or significantly hinder it, Convento shall endeavor to rectify the error or malfunction immediately, but at the latest within a period of 24 hours (error rectification and restart time). In individual cases, Convento reserves the right to reasonably extend this period. If it is not possible to rectify the error or fault within a further grace period of 24 hours set by the user, the user shall be entitled to extraordinary termination and compensation in accordance with the provisions of this contract. Further rights are excluded.
Convento GmbH operates the myconvento customer system on a particularly fail-safe technology. This is a Kubernetes cluster with four spatially separated nodes (*) at the data center operator OVHcloud. The nodes replace each other. The failure of a node has no impact on the customer system. This design eliminates the need to maintain a backup system.
From time to time, Convento requires a service window for the user companies in standard hosting for maintenance or to install updates. Convento uses a Friday from 6 p.m. to midnight for this purpose. During this time, access is restricted or not possible at all. As a rule, users will be informed in writing at least 48 hours before the work begins.
For user companies with a so-called hosted appliance, Convento also uses other service windows at its discretion, for example on Wednesdays from 6.00 pm. Convento always endeavors to use service windows outside its business hours in order to disrupt its customers' operations as little as possible. As a rule, these user companies are also informed at least 48 hours in advance.
* Until the second OVH data center in Limburg is completed, probably at the beginning of 2024, the two nodes in Limburg will be housed in a joint data center.
e. Convento's liability arising from the operation of myconvento
Unless material contractual obligations (cardinal obligations) are affected, Convento shall only be liable for intentional or grossly negligent conduct on the part of its employees or vicarious agents. This shall not apply to damages resulting from injury to life, limb or health. Liability for services provided by third parties over whom Convento has no influence and who are not vicarious agents is excluded.
If Convento is prevented from rendering the service due to the occurrence of unforeseeable events that cannot be avoided even when exercising great care, such as force majeure, the deadline for rendering the service shall be extended by the duration of the hindrance plus a reasonable start-up period. Force majeure includes in particular war, civil unrest, labor disputes, fire, floods and other natural disasters as well as the interruption of power or data connections, traffic disruptions, etc.
Convento's liability shall be limited to the cost of the customer's annual subscription. The customer must provide evidence of his loss. If several actions or related complexes of actions take place within a period of twelve calendar months, the limitation to one annual subscription shall also apply here.
If Convento is responsible for the disruption or if it lasts longer than 24 hours, the customer shall be entitled to a pro rata reduction of the monthly base price. If the customer is responsible for the disruption, Convento shall be entitled to charge the customer for the costs required to rectify the disruption.
Convento's liability for warranty promises and under the provisions of the Product Liability Act shall remain unaffected by the above provisions. Insofar as Convento's liability is effectively excluded or limited, this shall also apply to the personal liability of Convento's employees, other staff, bodies, representatives and vicarious agents.
Convento is not responsible for third-party content on the platform or on other websites. Inclusion in the service does not imply any endorsement, warranty, guarantee or representation by Convento GmbH.
Convento can only remove messages and data from its servers and websites. Convento does not guarantee a specific placement of a press release or a specific scope of distribution.
f. Obligations and liability of the user company
The use of myconvento requires a technically appropriate terminal device with functional Internet access. Users are aware that they must keep their personal access data (user ID and password) secret and must not make this information accessible to third parties.
The user company shall ensure that its use does not fundamentally change the myconvento system or impair the availability of the service. It undertakes to notify Convento immediately of any defects or damage of which it becomes aware. To the extent reasonable, it shall support Convento in determining the defects or damage and their causes.
Users shall refrain from any attempts to gain unauthorized access to third-party data. Should the users violate these obligations, their user company shall be obliged to pay a contractual penalty of EUR 2,500 for each unlawful act. Convento reserves the right to assert further claims.
Otherwise, the user company, like Convento, shall only be liable for intentional or grossly negligent behavior on the part of employees or vicarious agents. This shall not apply to damages resulting from injury to life, limb or health.
Any liability of the application company shall be limited to the cost of an annual subscription, insofar as the damage is limited to its account and does not also affect other user companies. Convento must prove its damage.
If several actions or related complexes of actions take place within a period of twelve calendar months and only the account of the user company itself is affected, the limitation of liability to an annual subscription shall also apply here.
The EU GDPR requires proof to the data subject as to who, in case of doubt, processed which personal data of this person and when. myconvento can document all changes. However, all users must be clearly identifiable by their user name and email address. This option also helps our user companies to track changes or deletions in your database. This also complies with our license terms (named user licensing).
For these reasons, user companies are prohibited from allowing several people to use a user account alternately. Users are generally not permitted to share their access data with others. In the event of data protection violations and a lack of transparency in data processing, the user company assumes liability.
g. Obligations of the user company with regard to the distribution of messages
User companies that submit content for distribution via myconvento thereby grant Convento the right to distribute, display, reproduce, reformat and archive this content. Users are responsible for this content and its accuracy.
Our users guarantee that posted and distributed content is free of third-party rights. In particular, no license rights, copyrights, copyrights, trademarks or other intellectual property rights may be infringed.
Personal rights or the privacy of individuals must not be violated. Distributed content must not contain anything defamatory and must be free of viruses, scripts, macros or other executable programs. They must also not contain any links to scripts, macros or programs. In general, they must not violate applicable laws and regulations.
Users are responsible and liable to third parties for the unlawful distribution of content. The user company undertakes to indemnify Convento in full against any claims or demands by third parties asserted against Convento on the basis of unlawful use by them and to reimburse Convento for all costs of legal defense and any compensation payments to be made, irrespective of the legal grounds.
All submitted messages and information must comply with the guidelines established by the DPRG and the DRPR ("Code of Conduct, Code of Lisbon"). Each message posted must include a contact person and e-mail address specified by the user who can be contacted by the recipient. If messages do not meet this standard, Convento reserves the right to reject them. In this case, Convento may also remove any press release from the website and refuse to distribute it. In this case, the user company shall have no right of conversion or reduction.
h. Cancellation/blocking
Convento reserves the right to temporarily suspend services if technical changes are necessary. Convento shall ensure that the provision of services is not impaired as far as possible and shall inform the user company in good time and in writing. Claims for damages by the user company shall be excluded insofar as the temporary impediment to the provision of services is reasonable.
11. Invoicing
Convento shall invoice the flat-rate usage fee for the first time after the user company has switched from the free 15-day start phase to the fee-based subscription. Convento will then charge for the period up to the end of the calendar year. Convento will invoice current subscriptions in one lump sum at the beginning of each year. In individual cases, payment in installments by direct debit can be agreed.
If the user company reorders additional licenses or other services during ongoing operations, the additional flat-rate usage fee will be invoiced pro rata with the reorder until the end of the year. We invoice usage-dependent services (e.g. for webinars, data volumes, mailings) at the end of each month for the previous month. We invoice training courses and other individual services after they have been provided.
Invoices are due within 14 days and without deduction. They shall be deemed to have been approved by the user company if the latter has not objected in writing within two weeks of receipt. Offsetting against disputed or not legally established claims is not permitted. In the event of late payment, Convento shall be entitled to charge the statutory default interest.
12. Conclusion of the ADV contract
Art. 28 para. 3 of the EU General Data Protection Regulation requires that the processing of personal data by a processor is carried out on the basis of a contract (hereinafter ADV contract). The current version of this DPA contract is made available by Convento on the website www.myconvento.com and is concluded without the signature of the myconvento customer and Convento GmbH. All that is required is a valid order for a myconvento subscription and acceptance of the valid General Terms and Conditions of Convento GmbH. Deviations from this standard contract are possible within the scope of the "Premium Contracting" offer for a fee.
13. Ordinary termination
The contractual relationship can be terminated by either party at any time during the 15-day start phase and thereafter with a notice period of three months to the end of the calendar year. It is then extended until the end of the next calendar year.
Cancellation can be made within myconvento by clicking on the "Cancel" button or by giving written notice. The date of receipt of the termination or, if the button is clicked, the date on which the termination was confirmed by Convento shall apply.
14. Extraordinary termination by Convento
Convento shall be entitled to terminate the contractual relationship without notice and to discontinue its services if the user company fails to comply with essential contractual obligations or if it uses myconvento improperly or unlawfully.
If a user company is still in arrears with its payment after two written reminders, we are entitled to temporarily deactivate the company's account until the payment arrears have been rectified. Temporary deactivation neither cancels nor terminates the mutual obligation.
15. Amendment of the General Terms and Conditions
Convento is entitled to amend or supplement the General Terms and Conditions with one month's notice. We shall notify our user companies of such amendments and additions in writing. They have the right to object to the announced changes and additions within one month of receipt. If user companies do not object to the new GTC announced in this way in good time, the new GTC shall take effect accordingly. Otherwise, the previously valid GTC shall continue to apply to these user companies. The GTC shall also apply to all future business relationships, even if they are not expressly agreed again.
16. final provisions
Verbal collateral agreements shall be deemed not to have been made. Amendments and supplements to the contract must be made in writing. This also applies to any waiver of the written form requirement. The invalidity of individual contractual provisions shall not affect the validity of the remaining provisions and the validity of the contractual relationship. The invalid provision shall be replaced by the contracting parties with a valid provision that corresponds to the economic sense and purpose of the contract. This agreement and the entire legal relationship between the contracting parties shall be governed by the law of the Federal Republic of Germany.
In the event of a dispute, the user company agrees to the involvement of a mediator appointed by the IHK Mittlerer Niederrhein. The costs of this mediator shall be shared equally. Should the mediator's mediation not lead to a solution within one week, both parties may appeal. The place of jurisdiction for all claims arising from the user relationship is Düsseldorf, Germany.