Introduction

General information

Binary Please UG (haftungsbeschränkt), Rheinsberger Straße 76/77, c/o Factory Works GmbH, 10115 Berlin, Germany (“HyHyve”) operates at app.hyhyve.com an online networking platform for event organisers (companies, associations and other organisations; hereafter “customers”).

The goal of HyHyve is the complete digitalization of the networking process between customers and guests of events and communities, to which further services can be added.


HyHyve is the online networking platform owner and the website https://www.hyhyve.com, and its mobile version (hereafter the “Services”). Binary Please UG (haftungsbeschränkt), headquartered in Berlin, is registered in the commercial register under the identification number DE 341 410 687.

Field of application

These General Terms and Conditions (“GTC”) regulate the conclusion, the content and the handling of contracts between HyHyve and the customer for the use of the services and for possible further services. Use of the services constitutes full acceptance of these GTC.

Notwithstanding anything to the contrary herein, in the event of a contradiction between the main contract and the general terms and conditions, the terms of the main contract shall prevail.

The GTC form an integral part of every contract between HyHyve and the customer. They apply by the conclusion of the contract and apply to all present and future business relations, whereby no further explicit agreement is necessary. In the case of a Service Level Agreement (SLA) concluded separately between the customer and HyHyve, this forms a further component of the contractual relationship.
In the event of contradictions between the different language versions of the GTC, the German version shall prevail.

Conclusion of the contract

Subject to a separate regulation, a contract is concluded when HyHyve confirms to the customer in writing or in electronic form that the agreed service is provided by HyHyve.

Pay-as-you-go

Customers have the possibility to book single events with HyHyve. To do so, they accept an official offer of HyHyve, which is negotiated in a sales meeting and delivered as an official offer via email.

The standard way of using HyHyve is by self-onboarding your organization via our online onboarding form. In order for pay-as-you-go billing to begin, the customer must provide his or her credit card information on their own. Monthly billing then takes place on the basis of the consumed participant-minutes.

Booking of individual events (business agreements)

Customers have the possibility to book single events with HyHyve. To do so, they accept an official offer of HyHyve, which is negotiated in a sales meeting and delivered as an official offer via email.

Long-term contracts (enterprise agreements)

Furthermore, customers have the possibility to conclude annual contracts for an agreed number of events/participants/participant-minutes with HyHyve (“enterprise agreements”).

In the case of long-term contracts, the services and remuneration are defined on a customer-specific basis in the respective contract.

Services from HyHyve

General

HyHyve provides the agreed service and provides its “Software as a Service” (SaaS) for the customer within the scope of the contract against the corresponding remuneration.

HyHyve reserves the right to have all or individual services, to which it is obligated under the contract, rendered by a third party. The data protection and confidentiality regulations are observed.

Right of use

The customer is granted a non-exclusive, personal, non-transferable and non-sublicensable right to use the HyHyve online networking platform for the duration of the contract. No other rights or licenses are granted by the use of the services. The customer acknowledges that he has no rights to reproduce, distribute, pledge, assign or otherwise transfer or encumber rights to the services or any of its components.

Maintenance and operation

HyHyve maintains and operates the online networking platform in accordance with the contractual requirements.

In addition, customers may with regard to

  • Availability of the online platform,
  • Availability times,
  • Fault management,
  • reaction and troubleshooting times and
  • Consequences of non-compliance with service levels

to agree on a separate SLA with HyHyve, which grants an increased standard of technical services and reaction times in case of interruptions.

The provisions in the SLA that deviate from these GTC take precedence over the GTC.

Hosting

The online networking platform, its database and services are managed by HyHyve and the data is hosted in accordance with the HyHyve privacy policy.

Services of the customer

Payment of the agreed price/invoicing

HyHyve provides the services at the prices as agreed in the contract. The fee comprises, among other things, the license price, one-off project costs for setup, training and any other costs for the implementation of customer-specific requirements.

Unless otherwise stated in the contract, value-added tax shall be payable additionally.

Invoices for Pay-as-you-go customers will be issued at the end of the individual contract periods. Partial payments can be charged to the credit card on file.

Invoices for software usage and services are issued to customers who book individual events when placing an order.

In the case of standing contracts, the invoice is issued in accordance with the contractual agreement.

Unless otherwise agreed, the customer must pay the invoice by the reasonable due date stated in the invoice or within the specified reasonable payment period. In the absence of a due date or payment deadline, a payment deadline of 10 days from the date of the invoice shall apply.

Responsibility and duties to cooperate of the customer

The customer is responsible for the provision and maintenance of the required end devices, the data line to the online networking platform (e.g. hardware and operating system, network devices or Internet connections, etc.) and ensures that their configuration and technical status correspond to HyHyve’s current specifications (according to contract).

Before sending data and information to HyHyve, the customer checks them for viruses and uses state-of-the-art virus protection programs. It is incumbent on the customer to make backup copies of the data which he transmits to HyHyve and to keep them in his possession. In addition, the customer is responsible for maintaining the confidentiality of his access data.

The customer is responsible for complying with the system requirements and for ensuring that his selected users are familiar with the proper operation when uploading documents (such as CSV participant lists) to the online networking platform.

The customer undertakes not to intentionally disrupt, interrupt or manipulate the software or the service in any way. The services of HyHyve may not be misused, especially since no information with illegal or immoral contents may be transmitted or posted on the HyHyve online networking platform. Furthermore, the national and international copyrights and trademark, patent, name and trademark rights as well as other industrial property rights and personal rights of third parties must be observed. The customer is liable for all activities that occur under his identification.

Unless expressly authorised by HyHyve, no links to https://www.hyhyve.com may be published on third party websites.

In case of serious violations of the rights of use (by the customer himself or by users determined by him) or the obligations of the customer to cooperate, HyHyve is entitled to suspend its services and/or to block the customer’s access to the website and the online platform.

Duration and termination of the contract

For customers who book the services for individual events, the contractual relationship ends on the day after all services In relation to the booked event are concluded.

In the case of permanent contracts, a contract period of 365 days from the conclusion of the contract shall apply. The contract is automatically extended unless it is terminated in writing form by the customer with 90 days’ notice to the end of the contract year. Only individual segments of the standing contract can be terminated under the same conditions.

In case of violation of the obligations from these terms and conditions, subject always to the terms of the main contract, either party has the right to terminate the contract with immediate effect.
In the event of a serious breach of the obligations arising from these General Terms and Conditions, subject always to the terms of the main contract, either party is entitled to terminate the contract with immediate effect upon written notice and without setting a rectification period, subject to the assertion of damages.

Warranty

HyHyve undertakes to provide its services carefully and professionally. Within the scope of providing the software or services for use by the customer, HyHyve takes all measures usual according to the state of the art in order to guarantee the customer an uninterrupted availability as far as possible. However, the customer is aware that even with careful development errors cannot be completely avoided. HyHyve guarantees, on a best efforts basis, the uninterrupted, safe and error-free execution of the functions of the services, the completeness, correctness, accuracy, topicality and reliability of the services.
If the customer detects a defect in service, he has to inform HyHyve within a reasonable time. HyHyve shall take the measures necessary to remedy the defect without cost consequences for the customer promptly, if HyHyve is responsible for the defect or if the defect arises from the services hereunder.
Any deviating agreements in the respective contract or a possible SLA are reserved.

Liability

Without prejudice to HyHyve’s obligation to indemnify the customer under the main contract, HyHyve is only liable for direct damages, which can be attributed to a breach of contract by HyHyve or a third party consulted by HyHyve, or to the extent due to any act, omission, negligence or willful misconduct of HyHyve. HyHyve’s liability is limited to the maximum platform usage fee paid.
HyHyve assumes no liability for interruptions due to disturbances of the connection to the internet at the customer’s control.

Final clauses

Amendment clause

The GTC in the currently valid version are applicable and can only be amended upon mutual written agreement of the parties.

Severability Clause

Should individual provisions of these GTC be void or legally ineffective, the validity of the remaining provisions shall remain unaffected. In the event of the invalidity or ineffectiveness of a provision, this shall be replaced by a provision that comes closest to the economic purpose of the ineffective provision.

Applicable law and place of jurisdiction

The contractual relationship between the customer and HyHyve(including these GTC) is exclusively subject to German law, to the exclusion of agreements under international treaties, in particular, the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1998. The place of jurisdiction is Berlin.

Status: July 2021 (Version 1.0), subject to change without notice