Omni Owl GmbH (hereinafter referred to as AccessOwl) offers an access management solution for the administration of employee access to third-party SaaS vendors (hereinafter referred to AccessOwl platform). It offers third-party integrations and is connected to the collaboration platform Slack.
AccessOwl and Slack Technologies Inc, the provider of the Slack communication service, ("Slack") are different entities. There is no relationship between AccessOwl and Slack, other than AccessOwl being a licensee and use of the Slack API for the purpose of providing the AccessOwl Service. Slack is not responsible for the AccessOwl Service and will not provide support for it. This Agreement does not apply to your use of the Slack services.
The following General Terms and Conditions (hereinafter referred to as "GTC") apply to all user contracts (hereinafter referred to as "contracts") concluded between AccessOwl and customers who are not consumers within the meaning of § 13 BGB (German Civil Code) or other relevant legal provisions via the "AccessOwl" platform.
Deviating terms and conditions of the customer do not apply to contracts, unless AccessOwl expressly agrees to their application in writing.
The offer provided on AccessOwl to use the designated and described web-based software does not represent a binding offer by AccessOwl.
By concluding a contract for the free of charge use AccessOwl grants the right to the customer to use the software after the granting of the access to the software or the notification of the login details by AccessOwl exclusively for 14-days for trial purposes (trial period). Each customer is only entitled to one trial period. On customer request AccessOwl can extend the trial period. Whether the trial period is extended is at the discretion of AccessOwl. After the trial period has expired, the customer's account will be blocked. There will be no automatic conversion into a contract for the fee-based use of the software.
After expiration of the trial period according to paragraph 2.2 the customer has the possibility to conclude a fee-based contract with AccessOwl for the use of the software. The customer can choose between different software versions — with or without add-ons.
The preparation of an offer and the conclusion of a fee-based contract is concluded in the account itself.
For the duration of the concluded contract AccessOwl provides the customer access to the selected version of the software on a Software-as-a-Service (hereinafter: SaaS) basis via the internet. The scope of functionalities for the booked software version, including any additional functionalities, arises from the description provided on the AccessOwl website under the heading "Pricing".
The Software facilitates data exchange with the systems of third parties ("Third-Party Systems") via interfaces ("Integrations"). The AccessOwl interface provides an overview of available Integrations, whose availability to the customer may depend on the software version and additional functionalities booked by the customer. AccessOwl reserves the right to make changes to the offered Integrations, especially in cases where these are modified or discontinued by third parties.
In principle the customer can switch between the offered versions of the software, that can be administered by a version at any time with effect from the date of the adjustment of the customer access by AccessOwl. The resulting remuneration arises from clauses 7.7 and 7.8 of the General Terms and Conditions.
AccessOwl guarantees 99% availability of the software provided on a SaaS basis on an annual average. Excluded from this are times in which the server cannot be reached due to other technical problems beyond the control of AccessOwl (in particular force majeure, third party negligence). Also excluded are planned maintenance work (e. g. updates to the software) which either take place outside of the normal business hours from Monday to Friday (taking into account public holidays at the Berlin location) between 9:00 am and 6:00 pm, or were announced in advance in accordance with section 4.2.
AccessOwl is entitled to interrupt the availability of the software for maintenance purposes and due to other technical requirements. Maintenance work will be carried out whenever possible outside of the normal business hours from Monday to Friday (taking into account public holidays at the Berlin location) between 9:00 am and 6:00 pm.
Any disruption of the system availability must be reported by the customer without undue delay after it has become known. In case of reports and disruptions of the system availability which lead to a total failure of the software and which are received within the support hours (Monday to Thursday between 9:00 am and 6:00 pm and Friday between 9:00 am and 5:00 pm taking into account the public holidays at the Berlin location), AccessOwl will attempt to ensure a reaction time of four hours from the beginning of the disruption. In case of minor errors that do not lead to a total failure of the software and that occur during ongoing operation, AccessOwl will attempt to respond no later than one working day after receipt of the error message.
In case of error reports, which are received outside the support hours, the fault elimination begins on the following working day. Delays of the fault elimination, that the customer is responsible for (e. g. due to unavailability of a contact person on the customer side or belated notification of the disruption), are not credited towards the fault elimination time.
The following participation services are major obligations of the customer and are not only to be classified as secondary obligations or duties.
During the trial period according to sections 2.2 and 2.3, the customer is obliged to review the functionalities and the general condition of the software and to notify AccessOwl about possible defects and other deviations from the requirements before concluding a fee-based contract for the use of the software. The customer cannot invoke defects and other deviations from the requirements, which were already known or present during the trial period, but were not reported before the conclusion of a fee-based contract for the use of the software.
The customer is obliged to provide a qualified contact person together with a deputy, who is entitled to make all necessary decisions, that are required for the contractually agreed performance of services or to immediately bring about such decisions without undue delay). The customer is obliged to inform about any changes of the contact person (including deputy) without undue delay.
The customer is solely responsible for the content and data processed within the software. The customer hereby undertakes to use AccessOwl's software only in accordance with the contract and within the framework of the applicable statutory provisions and not to infringe any rights of third parties during use. The customer will inform AccessOwl immediately and without undue delay, preferably in writing, about: (i) the misuse or suspicion of misuse of the contractually agreed service; (ii) a danger or suspicion of a danger for the compliance of data protection or data security which occurs within the scope of the provision of the contractually agreed service; (iii) a danger or suspicion of a danger for the service provided by AccessOwl (e. g. by loss of login details or hacker attack).
The customer is obliged to ensure the technical requirements himself.
The connection to the Internet with adequate bandwidth and latency is the customer's responsibility.
The customer is responsible for the professional setup and administration of the account. This applies regardless of whether AccessOwl supports the customer setting up the account in whatever form. In Particular, this includes: (i) the professional setup of the account, in particular the migration of data, configuration of processes and products; (ii) the technical setup of Integrations in the AccessOwl Account and in the Third-Party System, such as determining whether certain data fields should be transferred or how customer-specific values from multiple-selection fields are to be assigned; (iii) verification of the correct functioning of the Integration on the basis of test cases before productive use; (iv) the technical integration of interfaces on the customer side in accordance with the specification of incoming and outgoing data, including API key input and the activation of interfaces in the Third-Party System; (v) the administration of the account, in particular the creation of users and roles and the assignment of access to the account.
The customer is obliged to inform AccessOwl in text form about occurring service disruptions (defects in the services, lack of availability) without undue delay and to transmit comprehensible information about occuring service disruptions. In case of occuring service disruptions the customer will support AccessOwl to a reasonable extent in the identification and correction of errors. AccessOwl is entitled to show temporary error-avoiding-possibilities to the customer and to eliminate the actual cause later by adaptation of the AccessOwl software, provided that this is reasonable for the customer.
AccessOwl grants the customer a non-exclusive, simple, non-transferable and time-limited — to the term of the (fee-based) contract — usage right for the booked software. For rights of use to Third-Party Systems and Partner Integrations, the provisions of the respective provider will apply.
The customer undertakes to use the software only in accordance with the contract and not to provide it to third parties to use. The customer's usage right also extends to the customers affiliates within the meaning of § 271 HGB, §§ 15 ff. AktG or to affiliated companies/holding companies/subsidiaries within relevant applicable provisions of corporate law.
The prices stated at the time of order as listed on the website of AccessOwl will apply. The prices listed there are monthly net prices in Dollars, plus sales tax at the respective statutory amount where applicable. The amount of monthly remuneration for the use of the Software may depend on the following factors ("Order Parameters") and will be displayed accordingly during the ordering process:
the number of customer employees. Whereas an employee is counted as a Slack user with a full-member or multi-channel guest account (to clarify, single-channels guests are not considered customer employees by AccessOwl),
the selected software version, also referred to as "Plan" or "Package",
the selection of the provisioning add-on,
any ordered paid additional functionalities (where not already included),
any ordered paid AccessOwl Integrations.
The customer has the choice between monthly or annual billing. All payments are due in advance upon invoicing.
The billing period begins on the day of the conclusion of a contract for the fee-based use of the software through the account. Payments for contracts shall be made in advance by credit card. The credit card will be charged on the due date. An invoice in electronic form will be made available to the customer in his account for retrieval or sent by email.
AccessOwl is using a merchant of record: Paddle, to recover these fees and any applicable taxes. Any invoices or payments from your account will be under the name "Paddle".
In the case of a return debit (in particular due to lack of necessary coverage of the account, due to account expiry, unauthorized objection by the account holder or incorrect entry of account data), the customer authorizes AccessOwl to submit the debit for the due payment obligation one more time. In such a case, the customer is obliged to pay the costs arising from the return debit. Further claims are reserved.
If the price of the version with monthly billing changes due to changes in the Order Parameters (section 7.1), AccessOwl will adjust the total price for the next payment cycle.
If the price of the version with annual billing increases during the billing period due to changes in the Order Parameters (section 7.1), AccessOwl will additionally invoice the difference between the advance payment already made or the amount already invoiced and the amount based on the changed price up to the end of the annual period (monthly pro rata billing). If the price of the version with annual billing decreases due to changes in the Order Parameters (section 7.1) during the billing period, the customer is not entitled to a (pro rata) refund of the advance payment already made.
In case of a payment default of the customer, provided that no payment was made even after expiration of a set deadline of one calendar week after the due date to the customer, AccessOwl is entitled to block the customer's access to the software immediately. AccessOwl will inform the customer of this blocking in advance, setting a further deadline of one calendar week. In this case the customer remains obliged to continue paying the agreed remuneration plus any default interest due. Any damage to the customer caused by blocking the customers access to the software cannot be claimed from AccessOwl. Beyond that AccessOwl has no right to block access to the software. Moreover, in case of default, the statutory provisions of §§ 286, 288 BGB or other relevant statutory provisions shall apply.
In case AccessOwl has provided a customer specific discount for the yearly or monthly billing period, the discount is only valid for the specified period in months. After the discounted period the billing will adjust to the undiscounted price with the next billing cycle. In case no discounted period has been defined, the billing will adjust with the next billing cycle.
As soon as the customer installs AccessOwl in his Slack workspace, a free 14-day trial period begins (see sections 2.2 and 2.3). After this 14-day trial period has expired, the term will not be extended automatically. After the end of the trial period the customer can decide whether he wants to conclude a contract for a fee-based use of the software.
In case of contracts for the fee-based use of the software with monthly billing, a minimum term of one month shall apply. After the expiry of the minimum term, the contract shall be extended by extension periods of one month in each case, unless the customer terminates the contract before the beginning of the extension period.
In case of contracts for the fee-based use of the software with annual billing, a minimum term of one year shall apply. After the expiry of the minimum term, the contract shall be extended by extension periods of one year in each case, unless the customer terminates the contract with a notice period of three months prior to the beginning of an extension period. For the extension of contracts on the fee-based use of the software with annual billing, AccessOwl will provide a new annual invoice at the latest at the beginning of the new extension period.
AccessOwl has the right to terminate fee-based contracts for the use of the software with monthly billing within a period of two weeks and to terminate fee-based contracts for the use of the software with annual billing within a period of three months to the end of the respective billing period.
The right of both contracting parties to terminate the contract for good cause remains unaffected.
Notice of termination must be given in textual format. The account of the customer will be locked as soon as the termination comes into effect.
Statutory liability in the case of paid service provision. In the case of paid service provision AccessOwl is liable according to the statutory provisions for damages resulting from the injury of life, of the body or health and for other loss due to a breach of duty resulting from intent, gross negligence and fraudulent intent. In addition AccessOwl is liable according to the statutory provisions towards customers with a fee-based contracts for the use of the software for damages covered by liability under mandatory statutory provisions such as in the case of assumption of guarantees, fraudulent concealment of a defect or according to Product Liability Law (Produkthaftungsgesetz). Guarantees by AccessOwl are only given in written form and in case of doubt are to be interpreted as such, only if they are referred to as "guarantee".
Limitation of liability in the case of paid service provision. In case of slight negligence for paid service provisions, AccessOwl is only liable for damages caused by AccessOwl and which are due to such essential breaches of duty, which endanger achieving the purpose of this contract or to breaches of duties, whose fulfillment enables the proper execution of this contract in the first place and whose compliance the customer may rely on (so-called violation of cardinal obligations). In these cases the liability of AccessOwl is limited to typically contractual predictable damages. Liability for slight negligent violation of obligations that are not cardinal obligations (see Section 9.2 sentence 1) are excluded, except AccessOwl is liable by law (see Section 9.1 sentence 2).
Liability for free service provision. In the case of free service provision (e. g. within the test period) AccessOwl is responsible only for damage, which is based on wilful intent, or gross negligence as well as fraudulent intent. This limitation of liability does not apply to damages resulting from injury to life, body or health, for this AccessOwl is liable without limitation.
Claims against third parties. The limitations of liability in clauses 9.1 to 9.3 also apply to claims against executive employees, employees, other vicarious agents or subcontractors of AccessOwl.
AccessOwl collects and uses the personal data of the customer only within the framework of the respective applicable statutory provisions. For this purpose the contracting parties shall enter into an agreement to the necessary extent of the respectively applicable provisions.
None of the contracting parties are entitled to transmit confidential information of the respective other contracting party to third parties without express consent (at least in textual form). This applies both to customers with contracts for free of charge use and contracts with a fee-based use. Any information, no matter whether written or oral, which (i) by its nature is confidential or subject to secrecy or (ii) which the contracting party, whom the information is transmitted to, must have recognised as confidential and a subject to secrecy because of exceptional circumstances. Confidential information includes, in particular, product descriptions and specifications as well as prices. Both contracting parties undertake to use confidential information only for contractually agreed purposes. Both contracting parties take at least the same precautions as they do in regards to their own confidential information. Such precautions shall at least be reasonable to prevent disclosure to unauthorized third parties. In addition both contracting parties are obliged to prevent the unauthorized disclosure or use of confidential information by their customers, employees, subcontractors or legal representatives. The contracting parties shall inform each other in writing of any misuse of confidential information. The aforementioned obligation does not apply to information that (i) was known to the other party prior to transmission and without an existing confidentiality agreement, (ii) is transmitted by a third party not subject to a similar confidentiality agreement, (iii) is otherwise publicly known, (iv) was independently developed without using confidential information, (v) is released for publication in writing, or (vi) is required to be transmitted due to a court order or authority provided that the contracting party affected by the transmission is informed in time in order to take legal protection actions. Furthermore, the confidentiality obligation applies beyond the duration of the contract until twelve months after the effective termination date of the contract.
AccessOwl has the right to change these general terms and conditions at any time or to amend regulations for the use of any newly introduced additional services or features of the software. Changes and amendments to the general terms and conditions shall be announced to the customer by email to the indicated email address or via Slack connect channel not later than four weeks before the scheduled coming into force. The customer's consent to the change of the general terms and conditions will be deemed granted if the customer does not object to the amendment in textual form (e. g. letter, fax, email, Slack message) within a period of two weeks, beginning with the day following the day of the announcement of the amendment. AccessOwl undertakes to separately indicate in the announcement of the amendment the possibility of objection, the deadline for an objection, the textual form requirement and the meaning or consequences of omitting an objection.
AccessOwl further reserves the right to modify the software or to offer deviating functionalities, (i) to the extent necessary to make the services offered by AccessOwl compliant to the law applicable to such services, in particular if the legal situation changes; (ii) to the extent AccessOwl complies with a court order or authority decision addressed to AccessOwl; (iii) to the extent necessary to eliminate security vulnerabilities of the software; (iv) due to significant changes in the services or contractual conditions of third-party providers (e.g. Integration Partners) or subcontracting companies (e.g. in the case of additional functionalities), or (v) to the extent that this is predominantly beneficial for the customer. AccessOwl especially reserves the right to restrict or discontinue the provision of additional functionalities or Integrations if the technical partners for these additional functionalities or the providers of the Third-Party Systems significantly change or limit their services or terms of service and AccessOwl can therefore no longer reasonably be expected to continue providing the above, such as if the additional expense due to AccessOwl's involvement would be disproportionately high. For the case of annual calculation, the customer will receive an appropriate pro rate reimbursement of fees paid in advance, provided that the additional functionality or Integration was billed separately.
AccessOwl is entitled to adjust the prices for the fee-based contractual services. AccessOwl will announce these price adjustments and the time of effectiveness of the price adjustments to the customer in textual form. The price adjustments shall not apply to the periods the customer has already paid for. A change in the price resulting from a change in the scope of features or the number of employees to be administered shall not be deemed a price adjustment within the meaning of this section 11.4.
If the customer objects to a change within the meaning of this section 11 in due form and due time, the contractual relationship continues under the previous conditions. In this case AccessOwl reserves the right to terminate the contractual relationship extraordinarily with a notice term of one month.
Amendments to these general terms and conditions must be made in textual form. This also applies to the waiver of the textual form itself.
If individual provisions of the general terms and conditions have not become an integral part of the contract as a whole or as a part or have become ineffective, the remaining contract stays effective. Insofar as provisions have not become an integral part of the contract or are ineffective, this part of the contract shall be governed by statutory provisions.
The contractual relationship existing between the contracting parties is exclusively subject to the law of the Federal Republic of Germany with explicit exclusion of the UN Convention on Contracts for the International Sale of Goods. Exclusive place of jurisdiction for all disputes arising from and/or in connection with this contractual relationship between AccessOwl and the customer is, as far as legally permissible, the place of business of AccessOwl.
Version: January 2023