Codesigner Terms and Conditions

A .Software as Service (SaaS)- Terms & Conditions("CoDesigner")

between

Haworth GmbH, Am Deisterbahnhof 6, 31848 Bad Münder (Haworth)

(hereinafter called "Haworth")

and

Customer

Forthwith "Customer"


Preamble:

This Software as a Service Agreement is entered between Customer and Haworth for the execution of certain and discrete business processes of Customer and provision of cloud storage space for Customer’s data.

  1. Scope of Services

    1. Customer wants the provision of software application(s) for a limited time period (lease) and be made available to the Customer by Haworth on the internet or networks of Haworth; Customer is obliged to pay rent for provided services. These services include e.g.
      • Making the software application technically available to Customer
      • of licence for purposes of this contract,
      • Provision of cloud storages space for use of this application.
      1. The scope of services is determined by the description of the software/services on https://codesigner.haworth.com. With the CoDesigner visualisation software as a service (SaaS) Haworth support and guide customers to realize their organisational vision. Utilising data to providing insights on furniture, organisational culture space preferences, industry and market benchmarks and evolving workplace standards.
      2. The sole purpose of this Software is to visualise a project’s implementation. It is understood that the Software does not work to scale. Specifically, the scope of the Agreement does not include testing for legal compliance with fire regulations, health and safety guidelines or similar. The Software is not suitable for implementing projects without further review.
      3. Through the software Haworth supports the Customer and their clients in planning, the selection of furniture products and database benchmarking services. Through Haworth's knowledge as a leading commercial interiors / furniture company we incorporate research, design, science and artificial intelligence to impact space and the people who use it to optimise performance.
      4. Data will be utilised in the development of the CoDesigner software performance to accommodate / service different office planning projects, including but not exclusive of building size, configuration and layout, headcounts, department sizes and adjacency, furniture selection and furniture setting creation.

  2. Supply of the software/Right of use/database rights

    1. Haworth makes the software in its current version available on the internet with commencement of the contract.
    2. Haworth grants Customer the non-exclusive right to use the software within the scope of the contract.
    3. Haworth retains all further rights to the software, as far as the law allows for.
    4. Existing and developing database rights belong to Haworth. The provisions of the GDPR remain unaffected.

  3. Generated and provided data

    1. Haworth provides for 10 GB of cloud storage space for Customer’s generated and provided data.

  4. Availability/Preconditions of Availability

    1. Haworth provides the agreed upon at availability of the software on the access point.
    2. If no special access point is agreed between the parties, access point for the software application and the provided and generated data is Haworth’s router.
    3. Haworth is not responsible for the makeup and function of Customer’s hard- and software and the telecommunications connection to Haworth’s router.
    4. If the software application is installed on Customers systems, Haworth is not responsible for the availability of the software application.

  5. Access Software

    1. Software needed to access the software applications:
      • Current Internet browser (Chrome, Firefox, Safari, Microsoft Edge)

  6. Rent

    1. Rent is based and calculated on Haworth’s current price list. Applicable rate of VAT is added. Rent is will be paid monthly in advance on the third workday of the month.
    2. Haworth is entitled to increase rent after 6 months for the first time into the term of the contract, with a text-based declaration (text form; Section 126b BGB) with deadline of three month to the end of the month. Customer has the right to terminate the contract with a deadline of six weeks after receipt of the text-based declaration. This section only applies if the rental term is longer than 6 months.

  7. Documentation

    1. Haworth provides Costumer with a printable documentation for the software application.

  8. Further obligations and duties of Customer

    1. Customer will fulfil all duties and obligations that are necessary to execute the contract, e.g.:
      1. keep all authorisation and access data provided by Haworth secret and prevent third parties from gaining knowledge of this authorisation and access data; Customer will comply with all identification and authentication procedures;
      2. will provide for the required and agreed upon means of access.
      3. will comply with restrictions on the right of use,
      4. will not retrieve or any data or information not intended for customer or enable others to retrieve any such data or information; interfere with programmes or networks of Haworth or enable others to do so
      5. will not misuse electronic messaging systems in the contractual context otherwise and refrain from using the system to disseminate advertising.
      6. will indemnify Haworth from all claims of third parties arising from the illegal use or a use in breach of contract of the software application by Customer; the same applies if Customer causes any conflicts relating to data protection legislation, copyright legislation or any other illegal activities;
      7. will obligate any users, e.g. employees and such, to comply with this contract.
      8. take utmost care, that the rights of third parties are respected; especially concerning the transmission of texts/data of third parties on Haworth’s server-
      9. will secure consent as mandated by the GDPR from third parties, if data processing is not covered by other rules under the GDPR
      10. to use virus scanning software if any data is sent to Haworth.
      11. to backup any data sent or uploaded to Haworth in the context of provided or generated data.
      12. if agreed upon and technically feasible to backup Customer`s data on Haworth’s server; this duty does not diminish Haworth’s obligation to backup it’s servers

  9. Requirements/Cooperation

    1. Customer will set out the conditions/prerequisites which are necessary to allow Haworth to perform.
    2. Customer will inform Haworth of any defects/faults/problems/change requests immediately and cooperate with Haworth in as far as reasonable in the investigation/inspection and the solution of such defects/faults/problems/change requests. Customer will use the ticket system provided for by Haworth.
    3. Customer is aware that the availability of Haworth’s software application or services depends or might depend on defects/faults/problems/changes in the Customer’s systems or projects, as far as they interact with each other.

  10. Contract duration & Termination

    1. The minimal contract duration is set according to Haworth’s offer or price list and begins with the conclusion of the contract. The contract is extended by the agreed upon period , if notice of termination in text form is not given. The notice period is one month to the end of the contractual period.
    2. If the compelling reason consists in the breach of a duty under the contract, the contract may be terminated only after the expiry without result of a period specified for relief or after a warning notice without result.
    3. Notwithstanding the rule in 10.2. Haworth may terminate the contract without warning notice, if Customer is in default, on two successive dates, of payment of the rent/prices or of a portion of the rent/prices that is not insignificant, or in a period of time spanning more than two dates is in default of payment of the rent in an amount that is as much as the amount of rent for two months.

  11. VAT

    1. The parties will comply with all VAT-Tax laws and rules in the context of performance of the contract. One party will notify the other party if this party does not conform to tax rules, will provide proof free of charge as demanded by law or the authorities and will supply the other party with such proof/evidence in the context of this contract. The statute of limitation for the breach of this obligation is six months after the last decision by the authorities or courts becomes legally binding.
    2. § 29 UStG and similar laws and rules do not apply.

  12. Limitation/Right of Retention/Set-off

    1. The limitation period for claims under this contract is three years. The limitation period commences at the end of the year the claim arose and the oblige obtains knowledge of the circumstances giving rise to the claim and of the identity of the obligor, or would have obtained such knowledge if he had not shown gross negligence.
    2. Right of retention, right of price reduction and the right to refuse performance are excluded, they are permissible if Haworth does not contest the counter claims or the counter claims are ripe for a court decision (i.e. no more evidence needs to heard) or the counter claims have already been subject of a legally binding court decision.
    3. A set-off with Haworth’s claims is excluded, they are permissible if Haworth does not contest the counter claims or the counter claims are ripe for a court decision (i.e. no more evidence needs to heard) or the counter claims have already been subject of a legally binding court decision.

  13. Liability

    1. The parties will be liable without restriction for intentional wrongdoing or gross negligence. In other respects, liability will be limited or excluded in accordance with the following provisions.
    2. In case of slight negligence the parties are liable only in the event of damage to life, limb, or health without limit to damages.
    3. Otherwise on party is only liable if is in breach of a contractual obligation which are of particular importance fort the achievement of the purposes/performance of the contract (cardinal obligation.). Faultless liability of the lessor for defects (under Section 536a Abs. 1 1. Alt BGB) are excluded. Nr. 13.1.and 13.2. remain untouched
    4. Liability arising from product liability legislation shall not be affected by this provision.

  14. Trade Secrets/Confidentiality

    1. The parties will generally keep each other’s trade secrets and information secret and confidential.
    2. Trade secrets of the Customer are those according to § 2 Nr. 1 GeSchGehG.

  15. Data protection

    1. Parties will conclude all contracts as mandated under data protection law.

  16. Instruction on the Right of Withdrawal for Consumers

    1. Consumers have a right of withdrawal from the contract set out under letter B. A Consumer is every natural person who enters into legal transaction for purposes that are predominantly outside his trade, business or profession.

  17. Resolution of disputes, Applicable Law

    1. In case of dispute the courts of Munich, Germany shall have jurisdiction.
    2. This contract is governed by the laws of Germany. If the Customer is a Consumer and her/his abode is in a member state of the European Union, Norway, Switzerland or Iceland, German law applies provided this stipulation is in conflict with the mandatory rules of the state in which you are situated. Such rules shall remain unaffected
    3. Unless otherwise agreed in text form, the sale contracts concluded between Haworth and Customer, who is not a Consumer, within this Software as Software as Service Agreement will governed by the United Nations Conventions on Contracts for the International Sale of Goods (Vienna Convention of 1980, hereafter referred to as CISG), and to the extent that such questions are not covered by CISG, by reference to German law.

  18. Miscellaneous

    1. This contract replaces any other preceding agreement between the parties on the subject.
    2. No addition or modification to this contract shall be valid unless made in text form. However, a party may be precluded by its conduct from asserting the invalidity of additions or modifications not made in writing to the extent that the other party has relied on such conduct.
    3. If any provision or clause of this contract is found to be null or unenforceable, the contract will be construed as a whole to effect as closely as practicable the original intent of the parties; however, if for good cause, either party
    4. The present contract cannot be assigned without prior written agreement of the parties.

  19. Authentic text

    1. The English text of this contract is the only authentic text.

B. Right of withdrawal for Consumers


Instruction of the Right of Withdrawal


Right of Withdrawal


You have the right to withdraw from this contract within 14 days without giving reasons.


The withdrawal period is 14 days from the day on which you have entered this contract.


To exercise your right of withdrawal, you have to inform


Haworth GmbH, Am Deisterbahnhof 6, 31848 Bad Münder,Germany

Tel: +49/ 5042 501 400

E-Mail: aftersales.germany@haworth.com


by a clear statement (e.g. by a letter sent by mail, by telefax or e-mail) on your decision to withdraw from this contract. For this purpose, you may use the sample withdrawal form attached in section 2, however this is not mandatory.


To comply with the time limit for the revocation it is sufficient that you send the message concerning the exercise of the withdrawal right before expiration of the withdrawal period.


Consequences/Effects of the Withdrawal


If you withdraw from this contract, we will reimburse all payments received from you, including the delivery costs (except any additional costs if you chose a different type of delivery than the standard delivery offered by us) immediately and within 14 days at the latest from the day on which we received the message on your withdrawal from this contract. For this repayment we will use the same payment type as you used for the original transaction, unless we have explicitly agreed on a different regulation, in no case will we charge any fees for this repayment.


(2) As to the sample of the withdrawal form Haworth informs in accordance with the statutory regulation as follows:


Sample – Withdrawal Form

(If you want to withdraw from the contract, please fill in this form and send it back.)


to :Haworth GmbH , Am Deisterbahnhof 6, 31848 Bad Münder,Germany


Telefon: +49/ 5042 501 400


E-Mail: aftersales.germany@haworth.com


I/We (*) herewith withdraw from the contract concluded by me/us (*)

on the purchase of the following goods (*)/ the provision of the following service (*)

ordered on (*)/received on (*)


C. Privacy Information specifically concerning SaaS-Contract (CoDesigner)

  1. Reference to Haworth’s General Privacy policy

    1. For general privacy information please consult https://www.haworth.com/eu/en/legal.html or Haworth’s Privacy policy for your area.
    2. The following information is specific to SaaS and Services-Contract and other services rendered.

  2. Types of personal data and other non-personal data used/Legal basis

    1. Types of data: E-mail, company, industry, location, project, project layout, user data regarding iinsights on furniture, organizational culture space preferences, industry and market benchmarks and evolving workplace standards (regarding collaborative, social, restorative, private, focus and meeting spaces).
    2. The information is collected and used on precontractual and contractual basis, e.g. the provision of the SaaS, development and further research of the CoDesigner software performance to accommodate / service different office planning projects, including but not exclusive of building size, configuration and layout, headcounts, department sizes and adjacency, furniture selection and furniture setting creation. Support and Guidance of the Customer and Sales-lead-Generation in the acquisition process and the provision of business services.

  3. Anonymization and Deidentification

    1. Haworth will deidentify and anonymize project data entered into the SaaS-Service and use it for statistical purposes and marketing research and retain the anonymized data after the contract has ended.