🤝🏼 Terms & Conditions
Bunch.ai Inc. | BunchLast Updated: July 17th 2020
Hey, happy to see you here. 👋 Below you will find information related to your relationship to Bunch as a customer.
We kindly recommend you read this along with our ⚖️ Data Protection Declaration.
With that said, let's dive in. 🙌
§ 1 1. Scope of Application and General Provisions
1.1 These General Terms and Conditions (hereinafter referred to as "GTC") apply to 12grapes GmbH, with an address at Badstr. 20, 13357 Berlin, (“12grapes") and their customers’ (hereinafter each referred to as a “Customer” or “you”, together with 12grapes the "Parties”) use of both 12grapes’s AI Leadership Coach software and the Bunch Assessment software each provided as Software-as-a-Service (SaaS) (hereinafter each referred to as "Software", substantiated in Section 3.2).
1.2 Deviations from these GTC shall only be considered agreed if they have expressly been confirmed in writing by 12grapes. In particular, the mere omission of an objection by 12grapes against any general terms and conditions of the Customer shall not cause such terms and conditions to be considered agreed to by 12grapes. This shall also apply if 12grapes performs Services unconditionally upon knowledge of opposing terms and conditions of the Customer or terms and conditions diverging from these GTC.
1.3 Due to changes to statutory provisions, judicial precedences, market conditions or the technical framework of the Software or other reasons, 12grapes may amend this agreement by notifying the Customer of amendments to these GTC. The amended GTC shall be deemed to have been agreed if the Customer has not objected to the amendment within thirty (30) days of receipt of the notification. Regardless of the foregoing, changes to the scope of the Contractual Service (Umfang der geschuldeten Leistungen) require the express consent of the Customer.
§ 2 Conclusion of Contract
2.1 In the course of signing up for the Software, the Customer accepts these GTC by checking the respective box. By clicking on the button "[Next]", the Customer accepts 12grapes's offer to conclude a contract (the "Contract") including these GTC. Within the signing up process, a contract can only be concluded with the full inclusion of these GTC. 12grapes will provide the Customer with a confirmation of the conclusion of the Contract on a durable medium (e.g. e-mail).
§ 3 Scope of Services
3.1 The purpose of the AI Leadership Coach software provided by 12grapes to the Customer is to provide expertise and content on leadership practices; the purpose of the Bunch Assessment software provided by 12grapes to the Customer is to provide data and insights on culture management and hiring practices (for each Software the “Contract Purpose”). The provision of each Software shall hereinafter be referred to as the “Service”.
3.2 12grapes may offer free trials (each a “Free Trial”) and paid versions (each a “Paid Version”) for the subscription to the Service. The individually agreed scope of the Customer’s use of the Service shall be based on the respective Free Trial or Paid Version described in the Pricing Page and selected by the Customer in signing up to the Service (such selected version the "Version"). The Service owed by 12grapes according to the contractually agreed scope of Service shall hereinafter be referred to as "Contractual Services"; the term "Software" shall only include those parts of the Software which are covered by the contractually agreed scope of services.
§ 4 4. Use of the Software by the Customer; Fair Usage Policy
4.1 The Software is designed for use via the internet. The Software is run on servers of a computer center used by 12grapes. Regarding the AI Leadership Coach, the Customer accesses the Software using a mobile device and downloading the application through Apple’s App Store (iOS) using their respective account. Regarding the Bunch Assessment, the Customer accesses the Software using a mobile device or a desktop device and logging into the application through a browser of their choice using their respective account. The Customer is responsible for the required hardware and software needed to access and use the Software (also see Section 5 below).
4.2 The Customer shall take reasonable and appropriate security precautions to ensure that access to the Software is not used by unauthorised persons, including the use of a secure password.
4.3 There is no entitlement to the development of special programs or the modification of standard software for the purpose of adapting it to the special requirements of the Customer.
4.4 The Customer may only enter or input data, information, texts, pictures and other content (including custom fonts) (“Customer Data”) into the Software:
a) that comply with applicable law;
b) that do not infringe, violate, or misappropriate third party rights; and
c) to the entering of which the Customer is legally entitled without any restrictions.
12grapes may delete content or data uploaded by or on behalf of the Customer if reasonable grounds exist for 12grapes to assume that the content or data was not entered into the Software in compliance with these GTC.
4.5 The Customer defends, indemnifies and holds 12grapes harmless from all claims, actions, damages, losses, penalties, expenses (including attorney’s fees) in connection with the Customer Data or Customer’s use of the Software insofar as such claims do not result from wilful or grossly negligent behaviour of 12grapes or its legal representatives or agents (gesetzliche Vertreter oder Erfüllungsgehilfen).
§ 5 Availability and Disruptions
5.1 12grapes shall not be responsible for establishing and maintaining the data link or integration between the Customer's IT systems and the Transfer Point. "Transfer Point" shall mean the router exit of the 12grapes data centre or its subcontractor's data centre through whose server the Software is operated. 12grapes is not responsible for malfunctions beyond the Transfer Point. The Customer is responsible for the procurement and maintenance of the necessary hardware and connections to public telecommunications networks. The costs of setting up the online connection and maintaining it on the Customer's side shall be borne by the Customer. 12grapes is not liable for the security, confidentiality or integrity of the data communication, which is conducted via third party communication networks. 12grapes is also not liable for malfunctions in data transmission caused by technical errors or configuration problems on the part of the Customer.
5.2 The Software Availability owed by 12grapes shall amount to at least % in the Contract's yearly average.
5.3 5.3 12grapes does not owe the comprehensive error-free operation and usability of the Software. 12grapes only owes the suitability of the Software for the Contract Purpose within the scope of Availability as set out in Section 5.2. “Availability” is the substantial technical usability and accessibility of the main features of the Software. Times during which the Software is not available due to an error or other reasons are considered “Downtime”.
5.4 For determining the Availability, such Downtime is not taken into account :
a) in which the Software cannot be reached due to technical or other problems for which 12grapes is not responsible (force majeure, third-party fault, errors in the IT systems of the Customer or the third-party service providers acting on his behalf, etc.);
b) which is due to a breach of the Customer's obligation to cooperate, in particular to a delayed or incomplete transmission of an error message; or
c) which is used for normal maintenance work of up to five (5) hours a month.
§ 6 Updates
6.1 12grapes may implement updates, new versions or upgrades of the Software (hereinafter referred to uniformly as “Updates”) in order to adapt the Software to new technical or commercial requirements, to implement new functions, or to make changes to existing functionalities in order to improve the Software.
6.2 If and insofar as the suitability of the Software for the Contract Purpose is materially impaired by an Update (such an Update a “Material Change”), 12grapes shall take commercially reasonable steps to inform the Customer e at least four weeks prior to such Material Change becoming effective (a “Change Notice”). If the Customer does not object to the Material Change within two weeks after receipt of the Change Notice in text form (the “Objection Notice”), the Material Change shall become an integral component of the Contract. With each Change Notice, 12grapes shall inform the Customer of the Customer’s rights pursuant to this Section 6.2, in particular: (i) the objection right, (ii) the period foreseen for objection and (iii) the legal consequences of not declaring an objection to the Material Change in time.
6.3 If the Customer objects to the Material Change, 12grapes shall further provide the Software for use to the Customer without the Material Change unless this is impossible for technical or organizational reasons or 12grapes cannot reasonably be expected to do so. In the latter case, the Customer is entitled to terminate the Contract extraordinarily for good cause within four weeks (the “Exercise Period”). If the Customer does not make use of its termination right, the Material Change shall become an integral component of the Contract. The Exercise Period shall commence as soon as 12grapes has informed the Customer in text form of (i) the non-continuability of the Contract without the Material Change, (ii) the Customer’s extraordinary termination right and (iii) the legal consequences of the expiry of the Exercise Period.
6.4 The Customer is responsible for costs for any necessary hardware adjustment costs made by the Customer in connection with Updates.
§ 7 Compensation and Terms of Payment
7.1 Fees for the Customer’s use of the Software and associated payment terms are set forth on the Features and Prices Page available for the AI Leadership Coach at [LINK] and for Bunch Assessment at [LINK]. The Contract is governed by the current version of the Features and Prices Page for each Software applicable at the time the Contract is concluded or a renewal according to Section 14.1 is performed, including any changes permitted under these GTC (in the applicable version the "Pricing Page"). 12grapes will announce a new Pricing Page at least four (4) weeks in advance before it becomes applicable.
7.2 All fees are net prices without VAT. The payment period depends on the Version chosen by the Customer and is set out in the Pricing Page. If the Pricing Page does not contain any payment timelines, fees are to be paid monthly in advance upon receipt of the respective invoice issued by 12grapes. Invoices are sent by 12grapes to the Customer via e-mail.
7.3 Generally, 12grapes does not charge any fees for customer support (telephone, email) outside the statutory warranty. Any fees charged within the framework of a paid subscription can be viewed on the Pricing Page.
7.4 The available payment options are detailed in the Pricing Page. If the Pricing Page does not contain any provisions on the payment options, payments can be made via credit card and possibly payment providers such as PayPal, Stripe, and Apple Pay.
§ 8 Warranty for Material and Legal Defects
8.1 12grapes warrants that the Software materially corresponds to the agreed scope of Service when used in accordance with the Contract and that it is not encumbered with material or legal defects (“Defects”) which more than insignificantly impair the suitability of the Software for the Contract Purpose. Immaterial deviations shall not be considered as Defects.
8.2 The Customer shall immediately notify 12grapes of any Defect that it becomes aware of. As 12grapes sole obligation and Customer’s exclusive remedy for breach of the performance warranty in Section 8.1, 12grapes shall take commercially reasonable steps to remedy any duly notified Defects appearing in the Software within a reasonable period of time.
§ 9 Liability
9.1 The no-fault based liability pursuant to Section 536a(1) German Civil Code for Defects in the Software existing at the time of contracting shall be excluded, unless the Defect relates to a feature of the Software essential for the Contract Purpose
9.2 12grapes is liable for damages if arising from (i) willful misconduct or gross negligence of 12grapes or its legal representatives or agents (gesetzliche Vertreter oder Erfüllungsgehilfen), (ii) negligent violation of such contractual duties the fulfilment of which is a prerequisite for proper execution of the Contract or the breach of which endangers attainment of the Contract Purpose and the observance of which the Customer must regularly rely on (so-called Kardinalpflichten) by 12grapes or its legal representatives or agents, however, limited to typical damages which are foreseeable at the time of the conclusion of the Contract or (iii) negligence of 12grapes or its legal representatives or agents in a way causing injury to life, body or health, or (iv) any compulsory statutory liability of 12grapes.
9.3 Any contributory negligence on the part of the Customer shall be taken into account. In particular, 12grapes shall only be liable for the recovery of data if the Customer has taken all necessary and reasonable data backup precautions and ensured that the data can be recovered at reasonable cost from data material kept in machine-readable form.
9.4 This liability arrangement is conclusive. It shall apply with respect to all damage compensation claims, irrespective of their legal ground, particularly also with respect to pre-contractual claims or collateral contractual claims. This liability arrangement shall also apply in favor of legal representatives and agents of 12grapes if claims are asserted directly against them.
9.5 The Customer is obliged to immediately notify any damage pursuant to the above liability provisions to 12grapes in text form or to have such damage documented by 12grapes, so that 12grapes is informed as early as possible and can possibly still mitigate the damage together with the Customer.
§ 10 Non-contractual Use, Damages
10.1 For each case in which a Contractual Service is used unauthorisedly under the responsibility of the Customer, the Customer shall pay damages in the amount of the compensation that would have been due for the contractual use under the minimum contract period applicable to this Service. The Customer reserves the right to prove that the Customer is not responsible for the unauthorised use or that there is no damage or considerably less damage.
10.2 12grapes remains entitled to claim further damages.
§ 11 Limitation of Claims
11.1 Claims of the Customer based on the breach of any duty not consisting of a Defect become time-barred, except in the event of intention or gross negligence, within one year from beginning of the limitation period. This shall not apply if the damage in question incurred by the Customer consists in personal injury. Claims for personal injury become time-barred within the statutory limitation period.
11.2 Any rescission of contract or reduction of payments shall be invalid if the claim to performance or subsequent performance of the Customer has become time-barred.
§ 12 Copyright and License
12.1 The Customer shall have the non-transferable, non-exclusive right, temporally restricted to the term of the Contract, to use the Service via the Internet for the Contract Purpose. The Customer shall not obtain any rights beyond this. In particular, the Customer is not entitled to make the Software accessible to Third Parties or to use them in any other way outside the purpose of the Contract. In particular, the Customer has to refrain from copying, decompiling, reverse engineering or editing the Service beyond the Contract Purpose.
§ 13 Set-off, Reduction, Retention
13.1 The Customer shall not have a right of set-off and/or reduction against 12grapes unless its counterclaim has been legally established, undisputed or acknowledged by 12grapes. Additionally the Customer shall have a right of set-off against 12grapes if it claims complaints or counterclaims from the same contractual relationship.
13.2 Furthermore, the Customer may only exercise a right of retention if the counterclaim is based on the same contractual relationship.
13.3 The Customer's right to reclaim remuneration not actually owed shall remain unaffected by the limitation of Section 13.1.
§ 14 Term and Termination
14.1 The term and termination of the Contract shall be governed by the provisions of the Pricing Page in accordance with the Version chosen by the Customer. If the Pricing Page does not contain any information on the term or terminability of a Paid Version, such Version shall run for a term of one (1) month and may be terminated by either party with effect as of the end of the month. If the Paid Version is not terminated at least [one (1)] day prior to the end of the respective Contract term, it is automatically renewed for the term of the initial subscription; for such renewed period, the provisions of the Pricing Page in force at time of renewal apply (see Section 7.1 above). The Customer is aware that the Pricing Page applicable to the renewed period may differ from the Pricing Page applicable to the previous term and the compensation owed by the Customer may therefore increase or decrease.
14.2 The Parties’ statutory right to extraordinary termination remains unaffected. An important reason is present for 12grapes in particular, but not limited to, if the Customer is more than two (2) months in arrears with the payment of due fees or other remuneration, even after the expiry of a reasonable period set by 12grapes to remedy the situation.
14.3 Each termination must be made by declaration in text form.
§ 15 Data Protection
15.1 12grapes treats the Customer's personal data in accordance with applicable data protection law, standards and specifications.
15.2 12grapes acts as data processor within the meaning of Art. 28 GDPR vis-à-vis such customers that feed personal data (personenbezogene Daten) of other data subjects into the Software. As part of the online registration process, the Parties enter into a data processing agreement pursuant to Art. 28 GDPR. A completion of the online registration process is not possible without entering into the data processing agreement.
§ 16 Instruction on Consumers‘ Right of Withdrawal
16.1 This Section 16 only applies to customers which legally qualify as consumers (Verbraucher) pursuant to Section 13 German Civil Code.
16.2 When concluding a distance contract, consumers generally have a statutory right of withdrawal about which 12grapes informs them in the following in accordance with the statutory provisions. A template withdrawal form can be found in Section 16.3.
Instructions on Right of Withdrawal
Consumer’s Right of Withdrawal
You have the right to withdraw from this contract within 14 days without giving any reason.
The withdrawal period will expire after 14 days from the day of conclusion of the contract.
To exercise the right of withdrawal, you must inform us (12grapes GmbH, Badstr. 20, 13357 Berlin, fax: [ ], email: [email protected]) of your decision to withdraw from this contract by an unequivocal statement (e.g. a letter sent by post, fax or e-mail). You may use the attached template withdrawal form, but it is not obligatory.
To meet the withdrawal deadline, it is sufficient for you to send your communication concerning your exercise of the right of withdrawal before the withdrawal period has expired.
Effects of withdrawal
If you withdraw from this contract, we shall reimburse to you all payments received from you, including the costs of delivery (with the exception of the supplementary costs resulting from your choice of a type of delivery other than the least expensive type of standard delivery offered by us), without undue delay and in any event not later than 14 days from the day on which we are informed about your decision to withdraw from this contract. We will carry out such reimbursement using the same means of payment as you used for the initial transaction, unless you have expressly agreed otherwise; in any event, you will not incur any fees as a result of such reimbursement.
16.3 12grapes provides the following information on the template withdrawal form in accordance with the statutory provisions.
Template Withdrawal Form
(If you wish to withdraw from the contract, please fill in this form and send it back.)
- To 12grapes GmbH, Badstr. 20, 13357 Berlin, email: [email protected]:
- I/We (1) hereby give notice that I/We (1) withdraw from my/our (1) contract of sale of the following goods (1)/for the provision of the following service (1),
- Ordered on (1)/received on (1),
- Name of consumer(s),
- Address of consumer(s),
- Signature of consumer(s) (only if this form is notified on paper),
(1) Delete as appropriate.
§ 17 Mobile Applications from Apple App Store
17.1 We may make available software to access the Service via a mobile device (“Mobile Applications”). The following applies to any Mobile Applications you acquire from the Apple App Store (“Apple-Sourced Software”): You acknowledge and agree that these GTC are solely between you and Company, not Apple, Inc. (“Apple”) and that Apple has no responsibility for the Apple-Sourced Software or content thereof. Your use of the Apple-Sourced Software must comply with the App Store Terms of Service. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Apple-Sourced Software. In the event of any failure of the Apple-Sourced Software to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the Apple-Sourced Software to you; to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Apple-Sourced Software, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be solely governed by these GTC and any law applicable to Company as provider of the software. You acknowledge that Apple is not responsible for addressing any claims of you or any third party relating to the Apple-Sourced Software or your possession and/or use of the Apple-Sourced Software, including, but not limited to: (i) product liability claims; (ii) any claim that the Apple-Sourced Software fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation; and all such claims are governed solely by these GTC and any law applicable to Company as provider of the software. You acknowledge that, in the event of any third-party claim that the Apple-Sourced Software or your possession and use of that Apple-Sourced Software infringes that third party’s intellectual property rights, Company, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by these GTC. You and Company acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of these GTC as relates to your license of the Apple-Sourced Software, and that, upon your acceptance of the terms and conditions of these GTC, Apple will have the right (and will be deemed to have accepted the right) to enforce these GTC as relates to your license of the Apple-Sourced Software against you as a third-party beneficiary thereof.
§ 18 Final Provisions
18.1 If these GTC refer to a written form or notification, such notice may be sent by e-mail.
18.2 The Contract and the other contract documents are subject to the law of the Federal Republic of Germany to the exclusion of the German conflict of laws principles and the UN Convention on Contracts for the International Sale of Goods. Statutory provisions on the restriction of choice of law and the applicability of mandatory law in particular of the place where a customer which legally qualifies as consumer pursuant to Section 13 German Civil Code has its habitual residence (gewöhnlicher Aufenthalt) remain unaffected.
18.3 Vis-à-vis customers that qualify as merchant, legal entity under public law or separate fund under public law (öffentlich-rechtliches Sondervermögen), for all disputes arising from or in connection with the Contract or the GTC, including their validity, the District Court of Berlin (Landgericht Berlin) shall have exclusive jurisdiction to the extent permitted by law.
18.4 The following only applies to customers which legally qualify as consumers (Verbraucher) pursuant to Section 13 German Civil Code: The European Commission provides a platform for an online settlement of disputes which can be accessed under https://ec.europa.eu/consumers/odr/. 12grapes is neither obliged to take part in alternative dispute resolutions before a consumer dispute settlement commission nor will it do so voluntarily.