Special Conditions Datargo CRM

1. Applicability, relationship to further documents and order of precedence

(1) These special conditions (hereinafter “Special Conditions CRM”) apply exclusively to the use of the Datargo CRM module and supplement the General Terms and Conditions of Datargo GmbH (hereinafter “Datargo”). They are addressed exclusively to entrepreneurs within the meaning of section 14 BGB (German Civil Code), to legal persons under public law and to special funds under public law.

(2) Insofar as these Special Conditions CRM and the General Terms and Conditions conflict in the context of Datargo CRM, these Special Conditions CRM shall prevail. In all other respects, the General Terms and Conditions, in particular the liability provision set out therein (Section 9 of the General Terms and Conditions), shall remain unaffected and shall apply on a supplementary basis. Any reference in these Special Conditions CRM to “the liability provision” refers to Section 9 of the General Terms and Conditions.

(3) The following order of precedence applies: individual agreement before Data Processing Agreement (DPA) before Service Level Agreement and these Special Conditions CRM before the General Terms and Conditions. In matters concerning the processing of personal data, the Data Processing Agreement shall prevail. Specific provisions for regulated customers are contained in the DORA Addendum for Financial Customers , which takes precedence over these Special Conditions CRM insofar as it expressly establishes deviating provisions for regulated customers.

2. Definitions

For these Special Conditions CRM, the following definitions apply in addition to the General Terms and Conditions:

3. Description of services

(1) Datargo CRM is a service for managing contact, prospect and customer relationships as well as for organising the associated communication. For this purpose, Datargo provides the customer with the Platform as Software-as-a-Service for use over the internet, with the scope of functions described in the selected plan and the service description.

(2) The specific scope of functions owed results from the selected plan and the service description. Datargo CRM typically comprises the following functional areas:

(3) Datargo continuously develops Datargo CRM further. Datargo is entitled to adapt, replace or develop individual functions, procedures and interfaces, provided that the contractually owed scope of services is not thereby materially restricted and the legitimate interests of the customer are preserved. Datargo will announce material changes that are disadvantageous to the customer in text form with reasonable notice.

(4) Datargo does not owe any review of the content, assessment or approval of the Customer Content or of the communication initiated by the customer. The Platform provides solely the technical means for processing and dispatch.

4. Data protection roles and precedence of the DPA

(1) When using Datargo CRM, Datargo processes the Customer Content, in particular contact, support, chat and End Customer Data, on behalf of the customer. In this respect, the customer is the controller within the meaning of Art. 4 No. 7 GDPR, Datargo is the processor within the meaning of Art. 4 No. 8 GDPR and processes the data exclusively on the documented instructions of the customer.

(2) The details of the processing on behalf, in particular the technical and organisational measures, the engagement of further processors (sub-processors), the support in fulfilling data subject rights, the notification of personal data breaches as well as the deletion and return of the data, are conclusively governed in the Data Processing Agreement (DPA) pursuant to Art. 28(3) GDPR. In the event of conflicts, the Data Processing Agreement shall prevail over these Special Conditions CRM and the General Terms and Conditions in data protection matters.

(3) As controller, the customer is responsible for the lawfulness of the processing, in particular the existence of a sound legal basis (Art. 6 and, where applicable, Art. 9 GDPR) as well as the fulfilment of the information obligations towards the data subjects (Art. 13 and 14 GDPR). Datargo has no independent obligation to review the permissibility of the processing initiated by the customer. Datargo merely informs the customer pursuant to Art. 28(3) sentence 3 GDPR if, in Datargo’s opinion, an instruction manifestly infringes data protection provisions.

(4) Insofar as the customer processes special categories of personal data (Art. 9 GDPR) in Datargo CRM, this takes place under the sole responsibility of the customer. The customer ensures that such processing is based on a valid legal basis and that the additional protective measures required for this purpose have been taken.

(5) Insofar as data protection notices or consents are required for the customer’s end customers, contacts or users, the customer alone is responsible for these. In this respect, Datargo does not provide any information of its own towards the customer’s data subjects.

5. Lawfulness of Customer Content and communication, advertising consents, indemnification

(1) The customer warrants that all Customer Content entered via Datargo CRM and the outgoing communication are lawful and do not infringe any third-party rights or statutory provisions, in particular no copyright, trademark, name, personality, data protection, competition or criminal law provisions.

(2) The customer is solely responsible for ensuring that, for each advertising communication sent or initiated via Datargo CRM, the consents required under the applicable law are in place. In particular, the customer ensures that

a) for electronic advertising, namely for advertising by email, the prior express consent of the recipients within the meaning of section 7(2) UWG (German Act Against Unfair Competition) is in place or the requirements of the exemption for existing customers pursuant to section 7(3) UWG are met;

b) for telephone advertising towards consumers, prior express consent and, towards other market participants, at least their presumed consent within the meaning of section 7(2) UWG is in place;

c) the data protection requirements for consent (Art. 6(1) and Art. 7 GDPR) are met and the consents, including the time, wording and procedure of their granting, are documented in a verifiable manner;

d) an effective withdrawal or objection by the data subjects is observed without undue delay and the data subject is excluded from further communication.

(3) The customer maintains the documentation required to demonstrate the consents. Datargo is not obliged to review or maintain records of the existence, validity or evidence of consents.

(4) The customer shall indemnify Datargo against all third-party claims asserted against Datargo on account of a breach of the obligations under this section, including claims by authorities, by data subjects, by competitors (such as from competition law warning notices) and by rights holders. The indemnification also covers the necessary costs of a reasonable legal defence as well as fines imposed, insofar as these are based on an infringement attributable to the customer. The indemnification applies subject to the following conditions:

a) Datargo informs the customer without undue delay of the claim;

b) Datargo leaves the conduct of the legal defence to the customer, insofar as legally permissible, or cooperates appropriately in it and does not make any acknowledgement without the customer’s consent;

c) any contributory fault of Datargo (section 254 BGB) shall be taken into account; the indemnification shall not apply insofar as the claim is based on a circumstance for which Datargo is responsible.

6. Permitted use, blocking and suspension right

(1) Any abusive or unlawful use of Datargo CRM is prohibited. In particular, the following are prohibited:

a) the sending of unsolicited advertising (spam) or mass communication without the consents required under Section 5;

b) the entering, sending or distribution of unlawful, defamatory, misleading content or content infringing third-party rights;

c) the sending of harmful software or of content suitable to impair the security or integrity of the Platform or of third parties;

d) actions suitable to impair deliverability (reputation of the sending infrastructure) or to lead to inclusion in blocklists;

e) any use that infringes applicable law, these Special Conditions CRM or the permitted use under the General Terms and Conditions.

(2) In the event of a breach of paragraph 1, in the event of a threatened material impairment of the Platform or of third parties, as well as upon a justified request by a competent authority or a data subject, Datargo is entitled to temporarily block or suspend the affected content or the customer’s access in whole or in part. Datargo will choose the mildest suitable means and limit the scope of the measure to what is necessary.

(3) Datargo will inform the customer of a blocking or suspension, where possible, in advance, otherwise without undue delay thereafter in text form, and give the customer the opportunity to comment and to remedy the situation, insofar as no overriding legal or security-related reasons preclude this. The blocking or suspension is lifted as soon as the reason has ceased to exist. The right to extraordinary termination for good cause under the General Terms and Conditions remains unaffected.

7. Multi-tenant operation and multi-brand configuration

(1) Datargo CRM is operated on a multi-tenant basis. The customer’s data is assigned to its tenant and logically separated from the data of other customers by suitable technical and organisational measures. Details of the tenant separation and the further protective measures result from the Data Processing Agreement (DPA) and the technical and organisational measures described therein.

(2) Within its tenant, the customer can, insofar as the plan provides for this, manage multiple brands or organisational units (multi-brand operation). The customer is solely responsible for assigning Customer Content to the respective brands as well as for compliance with the legal requirements applicable to the respective brand, in particular the imprint, data protection and advertising requirements.

(3) The customer is responsible for managing its users, for granting and revoking access rights within its tenant, as well as for the proper separation of accesses between its brands and organisational units. Datargo does not perform any independent separation or assignment of access rights within the tenant, unless this is expressly agreed.

8. Live Chat Widget on customer sites

(1) If the customer integrates the Live Chat Widget of Datargo CRM into its own websites or applications, the customer is responsible for the proper technical integration as well as for the legally compliant operation towards the users of its websites and applications.

(2) Towards the users of its websites and applications, the customer is the controller within the meaning of Art. 4 No. 7 GDPR. Datargo processes the personal data arising in the context of the live chat as a processor in accordance with the Data Processing Agreement (DPA) .

(3) The customer provides its own data protection notices towards the users of its websites and applications and informs them therein about the integration and functioning of the Live Chat Widget as well as about the associated data processing.

(4) Insofar as the Live Chat Widget stores information in the user’s terminal equipment or accesses information already stored there, and this is not strictly necessary within the meaning of section 25(2) TDDDG (German Telecommunications Digital Services Data Protection Act), the customer obtains the consent of the users required under section 25(1) TDDDG and uses a suitable cookie and consent solution (consent management) for this purpose. The customer ensures that the Live Chat Widget is loaded or activated only after a required consent is in place.

(5) The indemnification provision under Section 5 paragraph 4 applies accordingly to claims resulting from a non-compliant integration or the non-compliant operation of the Live Chat Widget by the customer.

9. Data types, data storage and retention

(1) Via Datargo CRM, Datargo processes on behalf of the customer in particular the following types of Customer Content:

(2) Datargo retains the Customer Content for the duration of the contractual relationship as well as for the periods determined below and in the Data Processing Agreement (DPA) . Within the scope of the functions provided, the customer controls the retention and deletion of the Customer Content it processes and aligns this with the principle of storage limitation (Art. 5(1)(e) GDPR).

(3) Within the scope of proper operation, Datargo creates backup copies (backups). These serve recoverability in the event of a malfunction and are not intended as an archive or long-term storage for the customer. The backup copies are kept on a rolling retention of 30 days.

(4) The customer is solely responsible for determining and complying with its own statutory retention and deletion obligations towards its end customers, contacts and authorities.

10. Data backup, data recovery and the customer’s own responsibility

(1) A recovery of data by Datargo from the backup copies maintained by Datargo is limited to the most recent available backup state in each case. A recovery of individual records deleted or overwritten by the customer to any earlier point in time is not owed, unless this is expressly agreed.

(2) The backup copies maintained by Datargo do not release the customer from its own backup responsibility. The customer is required to use the export and backup functions available to it and to maintain its own backup copies of the Customer Content material to it. In all other respects, Section 10 (Data backup) of the General Terms and Conditions applies.

(3) Datargo’s liability for the loss of data is governed by Section 9 paragraph 5 of the General Terms and Conditions. It is limited to the typical recovery effort that would have been incurred if the customer had backed up its data properly and regularly. The unlimited liability under Section 12 remains unaffected.

11. Availability, data export, return and deletion upon termination of the contract

(1) The availability of Datargo CRM is governed by the Service Level Agreement applicable in each case. The service credits provided for in the Service Level Agreement are the customer’s conclusive remedy for the mere failure to meet the agreed availability. Any further claims for damages or reduction on account of the mere failure to meet availability are excluded in this respect. The mandatory liability under Section 12 remains unaffected.

(2) During the term of the contract, the customer can export the Customer Content relating to it via the functions provided in a common, machine-readable format.

(3) After termination of the contract for Datargo CRM, Datargo provides the customer, upon the customer’s request, with the Customer Content within a reasonable period in a common, machine-readable format for return or export and cooperates to a reasonable extent in an orderly data handover. The customer is required to initiate the export in good time before the end of the contract.

(4) After expiry of a reasonable transition period following the end of the contract, Datargo deletes the Customer Content, insofar as no statutory retention obligations preclude this. The transition and retention period for the data export after the end of the contract is 30 days. An extended period for enterprise and regulated customers is to be agreed separately. Details on the deletion and return of personal data are governed by the Data Processing Agreement (DPA) , which takes precedence in this respect.

(5) For regulated customers, the exit and transition provisions of the DORA Addendum for Financial Customers apply in addition.

12. Liability

(1) Datargo’s liability is governed conclusively by Section 9 of the General Terms and Conditions and the module-specific provisions set out above. These Special Conditions CRM do not establish any independent or extended liability.

(2) For indirect damages, in particular for lost leads, lost business conclusions, lost revenue or profit, savings not realised as well as for damages arising from business interruption, Datargo is not liable in cases of simple negligence outside the breach of material contractual obligations. Material contractual obligations (cardinal obligations) are those obligations whose fulfilment makes the proper performance of the contract possible in the first place and on whose observance the customer may regularly rely.

(3) The unlimited liability for intent and gross negligence, for damages arising from injury to life, body or health, under the Product Liability Act (ProdHaftG), in cases of fraudulent concealment of a defect as well as to the extent of a guarantee expressly assumed by Datargo remains unaffected by all of the foregoing limitations and exclusions.

Authoritative language version

This document is provided in German, English and French. The English and French versions are translations provided solely for convenience. The German version is authoritative and solely binding in the event of any dispute or any difference of interpretation or translation.