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General Terms and Conditions for Digital Content

These General Terms and Conditions (“GTC“) apply to all contracts between smarti GmbH (“SMARTI“) and the purchaser or orderer (“CUSTOMER“) for digital content, namely online subscription, (“DIGITAL CONTENT“). Only companies, organizations and institutions shall be considered as CUSTOMERS.

In the interest of readability, gender-related formulations have been omitted from these GTC.

1. Conclusion of contract

Offers made by SMARTI in brochures or on the Internet do not constitute a binding offer to conclude a contract, but only a non-binding invitation to the CUSTOMER to make an offer to conclude a contract.

By clicking the button “Sign Up” or by placing an order by e-mail, telephone, fax or other means of communication, the CUSTOMER makes a binding offer to conclude a contract for the services contained in the shopping cart or the order. Even a confirmation of receipt of the order by e-mail does not constitute acceptance of the offer.

The contract shall only be concluded upon acceptance of the CUSTOMER’s offer by SMARTI by means of a separate declaration of acceptance or, at the latest, upon provision of the respective service.

2. Access data, technical requirements

The purchase of online services requires that the CUSTOMER first concludes a user agreement via the website (“Website”), opens a user account, obtains approval of the user account by SMARTI and makes full payment. The CUSTOMER thereby receives individual access data (user name and password), by means of which he can log in by remote data transmission. These access data entitle him to use the online services within the scope of his user contract.

After a corresponding offer, the usage permission can extend to several persons from the same organization / institution / company. The above paragraph applies accordingly.

The CUSTOMER shall provide the individual technical requirements for the access to and use of the Online Services, also in case of further development of the software platform or other technical system components by SMARTI, in particular to provide the necessary hardware and operating system software, Internet connection as well as an up-to-date browser software; SMARTI shall provide the CUSTOMER upon request with information about the browser to be used in each case.

3. Rights of use

Subject to payment of the remuneration owed and due, the CUSTOMER shall receive the contractually agreed right to use the contents of the online service for private or other personal use, which right shall be limited to the term of the usage agreement and shall not be transferable to third parties.

The right of use entitles the CUSTOMER to research, retrieve documents and read access, download and save a document once on the CUSTOMER’s end device and print the document once. The CUSTOMER is not entitled to make further copies of a document or content and to pass them on to individual third parties in whole or in part. Downloads may contain a watermark with the CUSTOMER’s personal data to protect against illegel coping and distribution. 

Reproductions or any other use or exploitation of documents or hit lists shall only be permitted with the prior written consent of SMARTI. The systematic retrieval of documents and hit lists, the creation of systematic collections from retrieved documents and hit lists, the systematic forwarding of documents and hit lists or their systematic making available to third parties as well as the use of the online service for the purpose of the businesslike provision of information (e.g. research and document retrieval on behalf of a third party) are not permitted.

Downloaded documents and hit lists may in principle only be stored for the duration of the user contract. Afterwards, they must be deleted; SMARTI waives the right to return them. The permanent archiving of downloaded documents or hit lists is not permitted.

Any commercial use, in particular copying, distributing, making available to the public, renting, leasing or lending of contents of the online service, both in printed and file form, is prohibited.

Rights of use which may be exercised on the basis of statutory licenses – in particular in accordance with § 60a et seq. of the German Copyright Act (UrhG) – shall remain unaffected by this.

In the case of multiple users, only the number specified in the individual offer shall be entitled to use the service. The CUSTOMER is obligated to inform the authorized users of the above provisions and to ensure compliance with them. In particular, it is the sole responsibility of the CUSTOMER to determine the necessary number of users in his company through appropriate license management.

The CUSTOMER is obligated to provide SMARTI upon its request with written information about the type and scope of the use of the online services if there are objectively comprehensible indications of use in breach of the contract, in particular of overuse. Other rights and claims of SMARTI in the event of use in breach of contract shall remain unaffected.

If the CUSTOMER fails to comply with its aforementioned duty to provide information for reasons for which it is responsible, SMARTI shall be entitled to estimate the presumed lost remuneration at its reasonable discretion; §§ 315 et seq. BGB shall apply. The criteria for the estimate may include, among others, the number of document retrievals in the relevant renewal period compared to the preceding reference or renewal periods and the number of potential users active at the CUSTOMER.

Furthermore, SMARTI reserves all rights to the content published in the Online Services, in particular trademark rights and copyrights.

If the DIGITAL CONTENT is used contrary to the above providions, SMARTI is entitled to hold the CUSTOMER liable for all resulting consequences, including all claims.

4. Secrecy and misuse of access data

Unauthorized use by third parties is prohibited and must be prevented by the CUSTOMER -as far as possible. In particular, the customer must keep all access data secret.

The CUSTOMER must ensure that the authorized users working in his institution also comply with this obligation. The CUSTOMER is obliged to restrict IP access to the online service to the authorized users of his institution.

The CUSTOMER shall be liable for any misuse for which he is responsible. If the CUSTOMER becomes aware of a misuse of the access data, he is obliged to inform SMARTI immediately.

5. Scope of services, periods of unavailability

SMARTI aims to achieve an average annual availability of online services of 95%.

When determining downtime, periods of unavailability are not recorded

(a) as a result of the lack of technical requirements to be provided by the CUSTOMER for the access and use of the Online Service,

(b) as a result of faults in the data transmission network or defects within the responsibility of the data transmission company,

(c) due to force majeure, including but not limited to power outages, natural disasters, cyber attacks; network disruptions; data center outages, strikes and work stoppages; regulatory changes, pandemics and health crises, restrictions on access to physical locations and hardware failures.

(d) due to routine or necessary maintenance or updating measures. Extraordinary maintenance periods shall not be considered downtime, provided they do not exceed a maximum of five hours per month.

6. Reservation of right of modification

SMARTI reserves the right to change contents of the Online Service at any time, in particular to reasonably reduce or expand the scope of the Service, if there is a valid reason to do so.

SMARTI reserves the right in particular to make changes to adapt the Online Service to the state of the art, to make changes to optimize the Online Service, in particular to improve user-friendliness, and to make changes to content, provided that the latter are necessary to correct errors, to update and complete the content, to optimize the programming or for licensing reasons.

7. Terms of payment

SMARTI shall always calculate the agreed remuneration for the subscription for one year in advance (billing period). In this respect, the CUSTOMER shall be obliged to make advance payment. All prices are net prices in Euro and exclusive of the applicable value added tax.

SMARTI reserves the right to increase prices to a reasonable extent and at reasonable intervals.

In case of late payment by the CUSTOMER, SMARTI shall be entitled to charge late payment fees in the amount of 1% of the outstanding payment amount per day. These late payment charges shall accrue daily, starting from the day following the due date of the payment, until the outstanding amount is paid in full.

8. Term and termination

The minimum term of the subscription is 12 months from the date of conclusion of the contract. After expiration of the minimum term, this subscription will be automatically renewed for another 12 months, unless the CUSTOMER gives written notice of termination at least one month before the expiration of the current contract term. The notice of termination must be in text form and addressed to the e-mail address with your customer number.

The right of each party to extraordinary termination for good cause as well as any right of revocation of the CUSTOMER shall remain unaffected. For SMARTI, good cause exists in particular (1) if the CUSTOMER does not pay the invoice within 14 days of receipt, or (2) if the CUSTOMER violates the obligations of this contract, in particular by using the DIGITAL CONTENT contrary to the provisions of this contract.

Invoices shall, in case of doubt, be due for payment without deduction at the time of their receipt.

9. Defects

SMARTI shall remedy technical defects of the Online Service within a reasonable period of time. SMARTI’s responsibility in this respect extends only up to the transfer point of the systems operated by SMARTI to the Internet, but not to the CUSTOMER’s systems and data transmission lines beyond the transfer point.

SMARTI takes the usual care in selecting and maintaining the contents. However, the completeness, accuracy and timeliness of the content cannot be guaranteed.

It is the responsibility of the CUSTOMER to immediately report any visible defects, malfunctions or damage.

10. Set-off, retention

The CUSTOMER shall have a right of set-off or retention only if its counterclaims have been finally determined by a court of law or acknowledged by SMARTI in writing and if the conflicting claims are not mutual performances.

11. Liability

SMARTI does not warrant the availability, accuracy, completeness or reliability of the information and services provided.

SMARTI shall not be liable for any direct, indirect, incidental, special or consequential damages arising out of the use or inability to use the Services, including but not limited to lost profits, lost data or business interruption.

SMARTI shall not be liable for any interruption or failure of the Services due to force majeure or other unforeseeable circumstances, including but not limited to natural disasters, strikes, cyber-attacks or governmental actions.

SMARTI assumes no liability for third party content (e.g. guest post authors) accessible through the Services or for links to third party websites. The use of such content or links is at the CUSTOMER’s own risk.

The liability of SMARTI is limited to gross negligence and intent.

Any liability of SMARTI to the CUSTOMER shall be limited to the amount paid by the CUSTOMER for the use of the Services in the last twelve months.

This limitation of liability shall also apply in case of fault of employees, representatives or vicarious agents of SMARTI.

12. Final provisions

Ancillary agreements, amendments or supplements must be made in text form to be effective. This also applies to the cancellation of the text form.

SMARTI does not recognize any conflicting GTC of the CUSTOMER.

German substantive law shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods.

Place of performance is the registered office of SMARTI. For all claims in connection with the business relationship, the place of jurisdiction shall be the registered office of SMARTI. SMARTI shall also be entitled to bring an action at the CUSTOMER’s general place of jurisdiction.

If the CUSTOMER moves its registered office outside the territory of the Federal Republic of Germany after conclusion of the contract, the place of jurisdiction for all disputes arising from this agreement shall be the registered office of SMARTI. The same shall apply if the CUSTOMER has its registered office abroad.

The wording of the contract and these provisions in German shall prevail.

Deviating or supplementary terms and conditions of the CUSTOMER shall not become part of the contract unless SMARTI has expressly agreed to their application.

Status: 01 December 2023