Preamble

www.aimaidhelp.com is a website. www.aimaidhelp.app is a platform operated by and whose trademark is owned by:

IPG Immobilienprojekt GmbH, Ohmstr. 18. 80802 Munich, Germany

AI Maid Help (hereinafter referred to as “AIMH” or “we”) is a cloud-based housekeeping, maintenance and communication management platform (“Platform”) and related mobile applications (“APP”) for the hospitality industry on a Software-as-a-Service basis.

These general terms and conditions govern the agreements concluded between AIMH and its clients regarding the use of the platform and the APP.

1. Scope

1.1. These general terms and conditions (“terms”) govern the agreements concluded between the respective client and AIMH regarding the use of the platform and APP, unless expressly agreed otherwise in writing. In addition to these terms, all contracts for the full platform and APP version (§ 2.3 below) are also subject to an agreement on third-party processing of personal data and the price list valid at the time the contract was concluded, unless the price was otherwise expressly agreed.

1.2. We do not recognize any deviating or conflicting terms and conditions unless we have expressly agreed to them in writing.

1.3. The platform and the APP are provided exclusively to businesses within the meaning of §14 of the German Civil Code (BGB) and contracts will only be made with businesses. The software cannot be used by consumers and consumers may not enter contracts for its use.

2. Purpose

2.1. The purpose of the contract is the provision of access to the Housekeeping & Maintenance management platform (platform) and mobile APP operated online by AIMH with the availability defined in §3 below via a user account created for the respective client and the storage and processing of the data uploaded by the client to the same in accordance with these terms and conditions.

2.2. AIMH will provide the client with the current version of the platform for the purpose of administering one or more hospitality operations with the currently available functions, whereby in any case the full version (§ 2.3) contains so far features for managing room housekeeping, public and back of the house areas, creating and managing tasks for maintenance purposes, as well as third party contractors, lost & found tracking and subsidiary reporting of all the above. The platform uses an open 2-way API to allow clients to interface with the most known 3rd party PMSs (Property Management System). Further functionalities can be offered, but they are not guaranteed and may be suspended or removed at any time.

2.3. The platform and the APP are offered in both a paid full version and in a free trial version. The trial version may have a limited range of functions compared to the full version. In the trial version, clients may not enter any personal data in their accounts other than their own.

3. Availability

3.1. AIMH does not guarantee any certain availability for the trial version.

3.2. The full version of the platform and APP will be available to clients for an average of 99.5% of the time, determined monthly and not including scheduled maintenance work of no more than one hour per week. The availability refers to the quality of the platform offered for client use at AIMH’s interface with the internet. Any degradation to data transmission along the internet on its way to the client and/or the client’s IT system is not covered by this guarantee.

AIMH will announce any scheduled maintenance work at least seven days in advance.

When calculating the actual availability, AIMH will consider any downtime for which it was not responsible as available times. This includes:

• any maintenance or other services agreed with the client which go beyond scheduled maintenance work, and which do not allow access to the platform or to the APP,
• unforeseen maintenance work that becomes necessary if this work was not caused by a breach of AIMH’s obligations to provide its services (force majeure, in particular unforeseeable hardware failures, strikes, natural disasters, etc.),
• downtimes due to virus or hacker attacks, insofar as AIMH has taken the agreed or, in the absence of an agreement, the usual protective measures;
  downtimes due to the unavailability of the client’s equipment or due to other interruptions caused by the client (e.g., failure of the client to cooperate),
• downtimes due to the installation of urgently needed security patches,
• downtimes due to software errors in client applications or due to errors in the system and system-related software caused by client applications or data,
• downtimes caused by third parties (persons not associated in any way with AIMH).

4. Contract

4.1. The contract for the trial version may only be concluded online via the website of AIMH.

4.2. The contract for the full version can, to the extent offered, be concluded either via the website of AIMH or offline via acceptance of an offer by AIMH.

4.3. If the contract is concluded offline, it comes into effect when AIMH receives the signed acceptance of the contract offer from the client in the original or copy, as a PDF, or some other electronic form. AIMH contract offers that have been changed by the client in terms of content shall be deemed to be a new offer made by the client; the contract shall then only come into existence through its explicit acceptance by AIMH; any provision of services beforehand does not constitute implied acceptance.

4.4. Insofar as the contract is concluded online, it can be concluded in German or English via the following technical steps:

• Clients fill out a form provided online by AIMH with the necessary information. Before submitting their consent, they may check the information entered in the form for input errors and correct any errors detected.
• The client then clicks to submit their information and consent to AIMH as an offer to enter a contract.
• AIMH will confirm receipt of the client’s offer by sending an email to the address provided. This confirmation does not constitute an acceptance of the client’s request unless expressly stated otherwise in this email or the client is expressly informed that they can activate their account.
• AIMH will send an express declaration of acceptance of the client’s request to enter a contract if this has not already been done, as explained above, with the confirmation of receipt.

Once the contract has been accepted, AIMH will store the client’s information for any contracts concluded online. The client may request the details of their contract from AIMH at any time, but this is not otherwise directly accessible to the client once the contract offer has been accepted. We, therefore, recommend keeping a copy of the data entered and of the received confirmations.

5. AIMH’s obligations

5.1. Upon conclusion of the contract, AIMH shall set up an account for the client which is accessible via the website, and which will allow the client to use the platform for the purposes agreed. AIMH shall grant the client and each user created by the client access to the account with limited rights for individual users as requested. Authorized access consists of a user identification created by the client and a password.

5.2. An obligation to provide a full version only exists if the client has also entered a contract for the third-party processing of personal data.

5.3. AIMH will provide the client with the documentation via website or by email.

5.4. AIMH provides support depending on the support package ordered by the client as part of their original contract or subsequently according to the currently applicable price list or as explicitly defined in the contract in the form of:

• either pure community support via a web forum without guaranteed availability and response time, or
• 24/7 email support with usually one-hour response time or
• 24/7 telephone support.

6. Client obligations

6.1. The client is obliged to pay the fees due under the contract and the support package ordered in accordance with the “Fees” section below.

6.2. When using the trial version, the client agrees not to use or record any personal data other than their own in the platform and in the APP, but instead only to work with fictitious data.

6.3. The client is obligated to use the platform and the APP exclusively for the purposes specified in § 2.2 and not to store therein any unlawful content, such as viruses or malicious code, which violates the laws, official requirements, or rights of third parties.

6.4. The user password and password may only be communicated by the client to authorized users and must otherwise be kept secret.

6.5. The contractual use of AIMH’s services depends on the fact that the hardware and software used by the client, including workstations, routers, data communication media, etc., comply with the minimum technical requirements for the use of the current version of the platform and that the users authorized by the client to use the application software are familiar with the operation of the same.

7. Licenses

7.1. AIMH grants the client the simple, non-exclusive, and non-transferable license to use the platform for the duration of the contract for the purposes and within the scope agreed therein.

7.2. Unless otherwise expressly agreed, the client shall not make the platform and APP or its use available to third parties (anyone who is not employed by the client) for free or for an economic compensation. The client is expressly not permitted to sublet or lend or make the platform and the APP accessible to third parties, unless agreed to cleaning and maintenance contractors or to make copies of the software.

7.3. Insofar as the client stores copyright-protected content in their allocated storage space on the platform, they grant AIMH the right to make the content stored there accessible to the same when queried and in particular to reproduce and transmit it for this purpose. The client also grants AIMH the right to reproduce the data for backup purposes and further warrants that they have the authority to grant these rights.

8. Data protection

When using the trial version, the client agrees not to use or record any personal data other than their own in the platform.

To be able to use the full version as contractually agreed, the parties must also enter a contract for the third-party processing of personal data. The client is solely responsible for compliance with data protection regulations within the scope of the personal data processed by the platform.

9. Fees for the full version

9.1. The client agrees to pay AIMH the agreed fee plus the statutory VAT without any deductions. Unless otherwise agreed, payment shall be based on AIMH’s price list valid at the time the contract is concluded, depending on the term of the contract selected by the client.

9.2. At the end of the respective term per § 10.1, AIMH may adjust the agreed fees with a three months’ notice for annual and semi-annual terms. If the client does not agree with the new pricing, they may object to the same by giving two weeks’ notice before the intended price adjustment becomes effective. This objection must be in written form. In the event of an objection, AIMH shall be entitled within four weeks of receipt of the objection to terminate the contract in accordance with the terms and conditions set forth in § 10.1, where, for semi-annual and annual terms, the notice need not be effective at the end of the term, but instead may take effect at the end of any month during the term. If the client does not object, the changed prices shall be deemed to have been accepted. AIMH shall specifically inform the client of the consequences of their available options when providing notice of the price change.

9.3. The fees are due for the respective term in advance on the day the contract commences and at the beginning of each renewal date.

9.4. The client shall raise any objections to the billing of the services provided by AIMH in writing within four weeks after receipt of the invoice by providing written notice as indicated on the invoice. After the expiration of the aforementioned period, the invoice shall be deemed to have been approved by the client. AIMH shall inform the client of the consequences of its actions.

9.5. The client shall only be entitled to offsets and to assert a right of retention if the counterclaim asserted by the client is undisputed or has been legally established.

10. Duration, Termination

10.1. For the full version, the client can choose between a semi-annual, or annual term. The contract shall be automatically renewed at the end of each term for the same term unless terminated with one month’s notice in the case of a semi-annual term, or three months’ notice in the case of an annual term, all effective at the end of the current term.

10.2. The right to extraordinary termination remains unaffected.

10.3. The contract for the trial version is for a definite period of time (4 weeks) and may be terminated in advance by either party at any time without notice.

10.4. The duration of the support package corresponds to the duration of the full version.

11. Confidentiality

11.1. The contracting parties shall treat all business and trade internal information of the other party (“confidential information”), all documents in electronic or other form, the code of the software application, its documentation, client information, property data, procedures, and methods of AIMH in the provision of the services, as well as any other expertise of AIMH, confidentially and only use them for the purposes of the contract. A party’s confidential information does not include information which (i) is or becomes generally known without the other party being responsible for such disclosure; (ii) was already known to the other party before it was made available to it and which the other party had received neither directly nor indirectly from the protected party; (iii) was lawfully disclosed to the other party by a third party without restrictions on disclosure; (iv) was developed by the other party itself without using or referring to the confidential information of the protected party.

11.2. This information may only be disclosed to third parties if the protected party has expressly given its prior written consent and if this is absolutely necessary for the execution of the contract. This obligation to maintain secrecy does not apply to persons (auditors, tax consultants, lawyers) of the respective party who are bound by law to maintain professional secrecy, nor does it apply to authorities who have a right to information, nor does it apply to the extent that publication has been ordered by a competent court. In the event of a request for information from an authority or a court, the parties shall cooperate to keep the disclosure of confidential information to the minimum necessary. Third parties do not include agents, freelancers, and subcontractors of AIMH.

11.3. Upon termination of the contract on whatever grounds, both parties shall immediately destroy and/or return all confidential information of the other party at their option, unless mandatory storage obligations require otherwise.

11.4. The rights and obligations arising from §§11.1 to 11.3 shall remain unaffected by the termination of the contract.

12. Liability

12.1. Within the framework of the contract for a trial version, AIMH shall be liable in accordance with this paragraph. In the event of damage due to legal defects or flaws in the platform an APP, AIMH shall only be obliged to compensate the client for the damage resulting from any defects or flaws it has fraudulently concealed. In the event of a breach of protective duties that are not connected with the provision of the platform and APP, AIMH shall be liable without limitation for damages resulting from injury to life, body or health resulting from a negligent breach of duty by AIMH or an intentional or negligent breach of duty by a legal representative or vicarious agent of AIMH. Otherwise, AIMH is only responsible for damage caused with intent or out of gross negligence.

12.2. Within the framework of the contract for a full version, AIMH shall be liable in accordance with this paragraph. If the services provided by AIMH are defective because their suitability for the contractual use is not only insignificantly impaired, AIMH shall be liable for material defects and defects of title in accordance with the statutory provisions. AIMH shall be liable for defects in the software which were already present when the software was handed over to the client only if AIMH is responsible for the same.

Otherwise, AIMH is liable:

• for damage resulting from its intent or out of its gross negligence or that of its legal representatives or vicarious agents according to the statutory provisions
• for unlimited damages resulting from injury to life, limb or health
• in the event of slight negligence by AIMH or a legal representative or vicarious agent of AIMH, only in the event of breach of a material contractual obligation (cardinal obligation) and only for foreseeable damage, the occurrence of which must typically be expected. Essential contractual obligations are such obligations that are absolutely necessary for the proper execution of the contract and in whose compliance the client may regularly confide in.

12.3. AIMH shall be liable for product liability damages in accordance with the provisions of the German Product Liability Act. The liability is not limited in this respect by the above two paragraphs.

13. Miscellaneous

13.1. Unless otherwise specifically agreed, AIMH shall be entitled to amend or add to these terms in accordance with this paragraph. AIMH shall notify the client of such amendments or addenda in writing at least six weeks before they take effect. If the client does not agree with the amendments or addenda to the contractual conditions, they can object to the changes within a period of one week from the date on which they take effect. This objection must be in text form. If the client does not object, the amendments or addenda shall be deemed to have been accepted. AIMH shall specifically inform the client of the consequences of their available options when providing notice of the proposed amendments or addenda. Amendments or addenda to this contract must be in writing to be valid.

13.2. German law is solely applicable to this contract to the exclusion of the Agreement of the United Nations on Contracts for the International Sale of Goods dated April 11, 1980 (UN Convention on Contracts for the International Sale of Goods).

13.3. The place of performance and the exclusive place of jurisdiction are the registered offices of AIMH (IPG Immobilienprojekt GmbH – München – Germany).

13.4. If any provision of this agreement is or shall become invalid, the validity of the remaining provisions shall not be affected.