(the “Portal T&Cs”)
Disclaimer: This document is a template and does not constitute legal advice. It is recommended to have these T&Cs reviewed by a qualified legal professional to ensure they are appropriate for your specific business model and comply with all applicable laws.
§ 1 Subject Matter and Scope
1.1 These Portal T&Cs constitute an agreement between Koenig & Bauer Kyana GmbH (“Kyana”) and the respective business user (the “Brand Owner“) regarding the use of the AURAVEO Brand Owner Portal (the “Portal“). The Portal is a web-based service accessible to Brand Owners via an internet browser. Kyana and the Brand Owner are each referred to as a “Party” and together as the “Parties” in these Portal T&Cs.
1.2 These Portal T&Cs apply exclusively to Brand Owners who are entrepreneurs (§ 14 German Civil Code, BGB), legal entities under public law, or special funds under public law. An entrepreneur is a natural or legal person or a partnership with legal personality who, when concluding a legal transaction, acts in the exercise of their commercial or independent professional activity.
1.3 The use of the Portal may only take place within the scope of these Portal T&Cs and any separate agreement between the Parties (e.g., an order form). By accessing and using the Portal, the Brand Owner accepts the validity of these Portal T&Cs in their respective version.
1.4 Deviating, conflicting, or supplementary general terms and conditions of the Brand Owner will only become part of the contract if and to the extent that Kyana has expressly agreed to their validity in writing.
1.5 Kyana will notify the Brand Owner of any changes to these T&Cs in text form (e.g., by email) at least six weeks before they are due to take effect. The Brand Owner may either agree or object to the changes. If the Brand Owner does not object in text form within four weeks of receiving the notification, their consent to the changes shall be deemed to have been given. Kyana will specifically inform the Brand Owner of this legal consequence, the notice period, and their right to object and terminate in the notification. In the event of an objection, both parties have the right to terminate the agreement.
§ 2 Services Provided by Kyana
2.1 With the Portal, Kyana provides an online application that allows Brand Owners to manage product information, access analytics, and interact with content related to their products on the AURAVEO platform.
2.2 The specific scope of services, including any service levels, fees, and payment terms, shall be governed by a separate agreement between the Parties (e.g., an order form or a Service Level Agreement).
2.3 Kyana reserves the right to further develop the Portal and to modify, restrict, or discontinue parts thereof, provided that the core functionalities of the Portal that are essential to the contract remain intact. Kyana will inform the Brand Owner of any significant changes in a timely manner.
2.4 Kyana will endeavor to ensure the uninterrupted availability of the Portal. However, Kyana does not guarantee uninterrupted availability. The Brand Owner has no claim to the continuous and uninterrupted availability of the Portal. Kyana will carry out necessary maintenance work, if possible, during periods of low usage and will announce it in advance if possible.
§ 3 Registration and User Account
3.1 The use of the Portal requires the Brand Owner to register and create a user account. The Brand Owner is obliged to provide truthful and complete information during registration.
3.2 The Brand Owner is responsible for maintaining the confidentiality of their login credentials (username and password) and for all activities that occur under their account. The Brand Owner agrees to notify Kyana immediately of any unauthorized use of their account or any other breach of security.
3.3 The Brand Owner is responsible for ensuring that only authorized employees have access to the Portal and that these employees comply with the obligations set forth in these Portal T&Cs.
§ 4 Brand Owner Obligations
4.1 The Brand Owner is prohibited from any actions that are likely to disrupt, impair, or manipulate the Portal, its operation, and functions, in particular by:
a) using or transmitting content with viruses, Trojan horses, or other malicious software;
b) overwriting, modifying, or copying data or other content, unless this is necessary for the intended use of the Portal;
c) using technical or electronic aids that can interfere with the operation of the Portal;
d) decrypting, disassembling, reverse-engineering, or decompiling the Portal.
4.2 The Brand Owner is solely responsible for the content they create, upload, or manage in the Portal (“Brand Owner Content“). The Brand Owner warrants that the Brand Owner Content does not violate any applicable laws or infringe upon the rights of third parties.
4.3 Kyana is entitled to temporarily or permanently block the Brand Owner’s access to the Portal if there is a justified suspicion that the Brand Owner has violated these Portal T&Cs or applicable law.
4.4 The Brand Owner shall indemnify and hold Kyana harmless from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) asserted by third parties against Kyana due to an infringement of their rights by the content posted by the Brand Owner or by other use of the Portal by the Brand Owner in breach of contract. The Brand Owner will support Kyana in the legal defense against such claims.
§ 5 Fees and Payment Terms
5.1 The fees for the use of the Portal and any additional services shall be governed by a separate agreement between the Parties.
5.2 Invoices are due for payment within the period specified in the invoice. In the event of late payment, Kyana is entitled to charge statutory default interest.
5.3 If the Brand Owner is in default of payment, Kyana is entitled, after prior warning and setting a reasonable grace period, to suspend the Brand Owner’s access to the Portal until all outstanding payments have been made. Further legal claims remain unaffected.
§ 6 Intellectual Property
6.1 Kyana and its licensors retain all right, title, and interest, including all intellectual property rights, in and to the Portal and its content (excluding Brand Owner Content).
6.2 The Brand Owner retains all right, title, and interest in and to the Brand Owner Content. The Brand Owner grants Kyana a non-exclusive, worldwide, royalty-free license to use, reproduce, modify, and display the Brand Owner Content to the extent necessary to provide the services of the Portal.
§ 7 Usage Rights
7.1 Kyana grants the Brand Owner a non-exclusive, non-transferable, non-sublicensable, and territorially unlimited right to use the Portal for its own business purposes for the duration of the agreement.
§ 8 Data Protection and Confidentiality
8.1 Both Parties undertake to comply with the applicable data protection laws, in particular the General Data Protection Regulation (GDPR).
8.2 If Kyana processes personal data on behalf of the Brand Owner, the Parties will conclude a separate Data Processing Agreement (DPA) in accordance with Art. 28 GDPR.
8.3 Both Parties agree to treat all confidential information of the other Party, which is marked as confidential or is recognizable as a trade or business secret, as confidential for an unlimited period of time and to use it only for the purpose of fulfilling the contract.
§ 9 Liability and Limitation of Liability
9.1 Kyana is liable for damages—regardless of the legal basis—within the scope of liability for fault in cases of intent and gross negligence.
9.2 In the event of a simple negligent breach of essential contractual obligations (i.e., obligations the fulfillment of which is a prerequisite for the proper execution of the contract and on the compliance with which the contracting party regularly relies and may rely; in particular, the provision of the Portal for use), Kyana’s liability is limited to compensation for typical, foreseeable damages. In the event of a simple negligent breach of non-essential contractual obligations, Kyana’s liability is excluded.
9.3 The above limitations of liability do not apply:
a) to damages resulting from injury to life, body, or health based on an intentional or negligent breach of duty by Kyana or a legal representative or vicarious agent of Kyana;
b) to the extent that Kyana has fraudulently concealed a defect or has assumed a guarantee for the quality of a service; and
c) for claims under the Product Liability Act.
§ 10 Term and Termination
10.1 The term of the agreement shall be governed by a separate agreement between the Parties.
10.2 The right of both Parties to terminate the agreement for cause remains unaffected.
10.3 Any notice of termination must be in text form (e.g., by email).
§ 11 Final Provisions
11.1 These Portal T&Cs and the entire legal relationship between the Parties are subject to the law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
11.2 The place of jurisdiction for all disputes arising from this contractual relationship is the registered office of Kyana, provided that the Brand Owner is a merchant, a legal entity under public law, or a special fund under public law.
11.3 Should any provision of these Portal T&Cs be or become invalid or unenforceable, in whole or in part, the validity of the remaining provisions shall not be affected. The parties undertake to replace the invalid or unenforceable provision with a valid provision that comes as close as possible to the economic purpose of the invalid provision.