By ordering the services of relyd (“Provider”), the customer (“Customer”) unconditionally accepts the following contractual terms and conditions. In all other respects, the General Terms and Conditions of relyd shall apply, whereby deviating provisions in the present terms and conditions shall take precedence over the General Terms and Conditions. The Provider reserves the right to change these terms and conditions at any time. The amended terms and conditions shall come into force upon publication. The Provider will make all necessary efforts to send the amended terms and conditions to the Customer by e-mail or to draw the Customer's attention to them on the website.
1. Contract on Use
1.1 The Provider shall provide specific services for the Customer in addition to the standard relyd products. The subject matter of the contract is the setup of the relyd account and introduction in accordance with the offer and scope of services defined by relyd.
2. Rights and Obligations of the Customer
2.1 The Customer is obliged to pay the agreed fee to the Provider.
2.2 The Customer is obliged to grant the Provider access to their relyd account for the performance of the services at the agreed appointment as well as for any necessary additional appointments (via TeamViewer).
2.3 The Customer shall, under their own responsibility and at their own expense, provide all data necessary for the provision of the Provider's service in the form requested by the Provider. The Provider may provide the Customer with a checklist of the required data. The Customer bears the responsibility for the accuracy and completeness of the data provided.
2.4 If the Customer commissions the Provider with a data migration, they must provide all data to the Provider in the form requested by the Provider for the purpose of preparation at least two working days prior to the agreed appointment. The Customer bears the responsibility for the accuracy and completeness of the data provided.
2.5 If the data provided by the Customer is incomplete, delayed (cf. in particular the two-day period in Section 4 above), not in the form requested by the Provider, or otherwise faulty, the Provider may:
a) request the Customer to deliver complete and correct data immediately,
b) provide its service partially in accordance with the data received and retain the agreed fee to cover its costs, or
c) withdraw from the contract and retain the agreed fee to cover its expenses.
2.6 The Customer guarantees to the Provider that the delivered data has been checked for viruses or other harmful components prior to delivery and that software corresponding to the state of the art has been used for this purpose. The Customer shall bear any damage resulting from a breach of this warranty.
2.7 The Customer is obliged to be available by telephone or e-mail for scheduling after ordering the service in writing and to provide the required data.
In addition, the following regulation applies:
a. If the Customer cannot be reached by the Provider within four weeks after ordering the service or if the required data is not provided, the Provider is entitled to invoice a flat-rate administrative fee of 150.- for each booked service.
b. If the Customer does not wish to make use of the service despite having ordered it (for reasons other than those specified in lit. c. below), the Provider is likewise entitled to invoice a flat-rate administrative fee of 150.- for each booked service.
c. If the Customer is unable to make use of the service for an important reason, such as business closure or insolvency, no administrative fee will be charged. In any case, the Customer is entitled to obtain the service at any time by paying the full amount (offsetting the administrative fee).
2.8 The Customer is obliged to attend the appointment agreed with the Provider. In the event of postponement, unreachability, or cancellation of the appointment, the Provider is entitled to invoice the following costs:
a. 100% of the agreed costs in the event of a postponement of the appointment within 24 hours prior to the agreed appointment
b. If the Customer does not appear or does not appear on time for the appointment for any reason, 100% of the costs are due.
2.9. The invoices issued by the Provider must be checked by the Customer and paid within 30 days.
2.10 After completion of the services, the Customer bears the sole responsibility for the further entry and maintenance of their data and information required for the use of the SaaS services.
2.11 The Customer is aware of the privacy policy of relyd and declares their agreement with it.
2.12 Unless otherwise agreed, the Customer undertakes to attend the appointment within three months. If this is not the case, the provisions of points 2.5 and 2.7 shall apply.
3. Rights and Obligations of the Provider
3.1 The Provider usually contacts the Customer within five working days after receipt of the order to agree on an appointment for the provision of the services with the Customer.
3.2 The Provider fully complies with the applicable privacy policy of relyd and ensures the confidentiality of customer data within the framework of the privacy policy.
3.3 The Provider is obliged to set up the account based on the data provided by the Customer. Should the Provider determine that the Customer's data is incorrect or deficient, it shall inform the Customer accordingly.
3.4 The Provider undertakes to examine any complaints on the part of the Customer within 30 days after the date of provision of the services and, if necessary, to correct them free of charge. After expiry of the 30-day period, no more defects can be asserted.
3.5 Within the scope of the statutory provisions, the Provider excludes any liability towards the Customer (or any third party), in particular for the fulfillment of its contractual and non-contractual obligations and for the loss of data and lost profit (including for negligence).
3.6 The Customer explicitly authorizes the Provider to delegate the placed order for services in whole or in part to a third party, such as a selected trustee. The Provider shall only be liable for the careful selection of the third party. The Provider bears no responsibility for the correct and timely provision of the services by the third party. Any liability of the Provider for damage arising in connection with the provision of services by the third party is excluded – within the scope of what is legally permissible.
4. Term
4.1 The contractual relationship begins with the ordering of the services by the Customer and ends with the complete provision and payment of the service.
4.2 The immediate dissolution of the contract for an important reason remains unaffected for the parties. An important reason for the immediate dissolution of this contract exists for the Provider in particular:
a. if the Customer goes bankrupt or if bankruptcy proceedings have been discontinued for lack of assets;
b. if the Customer is in default with payment obligations from any contractual relationship with the Provider;
c. if the Customer culpably violates legal provisions or infringes copyright, industrial property rights, or name rights of third parties when using the services subject to the contract;
d. in the event of use of the distributed services for the purpose of promoting criminal, unlawful, and ethically questionable acts by the Customer.
5. Data Protection
5.1 The provisions of the privacy policy of relyd shall apply.
6. Severability Clause
6.1 In the event of the total or partial invalidity of individual clauses of this agreement, any invalid provisions are to be reinterpreted, supplemented, or replaced in such a way that the economic purpose pursued with the invalid provision is achieved. The same shall apply in the event that there should be regulatory gaps in this agreement.
7. Place of Jurisdiction & Choice of Law
7.1 The contractual relationship between the parties, and all legal relationships arising therefrom, shall be governed by and construed in accordance with the following provisions, to the express exclusion of the rules of private international law and the United Nations Convention on Contracts for the International Sale of Goods (CISG):
a. If the Customer contracts with the Provider’s United States entity (relyd Inc., 28-07 Jackson Ave, New York, NY 11101, USA) for services within the United States or the Rest of the World, this relationship shall be governed exclusively by the substantive laws of the State of New York, USA, excluding its conflict of laws principles.
b. If the Customer is located within the European Economic Area (EEA) or the United Kingdom and contracts with the Provider's European entity (relyd Limited, 3 Ballsbridge Park, Dublin, D04 C7H2, Ireland), this relationship shall be governed exclusively by the laws of Ireland, excluding its conflict of laws principles.
7.2 For all disputes, controversies, or claims arising out of or in connection with this contractual relationship, the parties irrevocably submit to the following exclusive judicial venues:
a. If the Customer contracts with relyd Inc., the parties submit to the exclusive jurisdiction of the state and federal courts located in New York County, New York (including the Southern District of New York), and waive any objection based on forum non conveniens.
b. If the Customer contracts with relyd Limited, the parties submit to the exclusive jurisdiction of the courts of Dublin, Ireland.