Last modified: 01.06.2023
1.1. These terms of license (“License Terms”) apply to the use of the Bosch Power Tools RefinemySite-Portals and the RefinemySite-App (hereinafter collectively referred to as “RefinemySite”) of Robert Bosch Power Tools GmbH, Max-Lang-Str. 40-46, 70771 Leinfelden-Echterdingen, Germany (hereinafter referred to as “Provider”), by the contracting partner (hereinafter referred to as “Customer”) (individually referred to as “Party”, collectively referred to as the “Parties”). Detailed information about the Provider is available in the imprint.
1.2. The Provider offers the licenses for the RefinemySite-Portal and the RefinemySite-App exclusively for commercial Customers and does not accept consumers as Customers within the meaning of § 13 German Civil Code (“BGB”).
1.3. Terms and conditions of the Customer or third parties that deviate from or conflict with these License Terms shall not apply, even if the Provider does not expressly object to such terms and conditions.
1.4. In addition, the RefinemySite Terms of Use for the creation of a user account, which can be viewed at https://www.bosch-pt.com/ptlegalpages/de/ptde/en/refinemysiteweb/termsofuse/, also apply to the Customer.
2.1. A prerequisite for the conclusion of the agreement for the use of the services in accordance with the list of prices and service descriptions is the submission of an offer by the Customer to conclude a license in text form by e-mail using the order form provided ("Order"). Upon acceptance of the offer by Bosch, a license agreement is concluded between the supplier and the Customer in accordance with these License Terms ("License Agreement").
2.2. The Customer, if a natural person, assures that he/she is able to legally conclude contracts (e.g. is not a minor). If a person concludes this License Agreement as a representative of a legal entity, e.g. the company for which the Customer works, this person assures the Provider that the legal entity is properly organized according to the laws of the country in which it is incorporated or registered and that the Customer is authorized to represent the legal entity.
2.3. After acceptance of the offer by Bosch, the Customer shall receive an e-mail via the e-mail address provided by the Customer with a link via which the Customer must create an additionally required user account for the administration of its customer account. After completion of the registration process for the user account by the Customer, a customer account will be activated by the Provider. As soon as the customer account has been activated, the Customer will receive a confirmation e-mail.
2.4. After conclusion of the License Agreement, the Customer is entitled to create projects within his customer account by means of the previously registered user account and to invite other users to their own projects, as well as to use the services in accordance with the respective list of prices and service descriptions (section 2.5). Depending on the agreed price and service schedule, this includes, among others, the following services and functionalities:
a. Fee-based functionalities provided to the Customer by the Provider for use on the RefinemySite portal ("Portal Services").
b. Fee-based functionalities provided to the Customer by the Provider for use via the RefinemySite App ("Mobile Services").
c. The functionalities stated in a. and b. to a limited extent for a free trial period agreed between the Provider and the Customer.
d. The functionalities stated in a. and b. in the scope and duration individually agreed between Provider and an educational institution as Customer ("Academic License"). Academic Licenses may be used by authorized users only for purposes directly related to learning, teaching, training, or research and development as part of the teaching activities of a qualified educational institution and may not be used for commercial, professional, or other profit-making purposes.
2.5. The type and scope of the services provided, as well as details regarding their technical requirements and availability of the services, shall result from the Customer's choice in accordance with the respective agreed price and service specifications.
2.6. If and to the extent that the Customer assigns certain functions to its employees within the RefinemySite portal, it is incumbent upon the Customer as the contractual partner to ensure that these License Terms are observed by its employees.
3.1. The fee(s) payable for the Services is (are) specified in the Order and can be found in the list of prices and service descriptions (the "Fee(s)"). Upon the Provider's request, the Customer shall provide sufficient evidence with supporting documents to enable the Provider to verify the correctness and accuracy of the parameters specified in the Order.
3.2. The Customer is obliged to inform the Provider within 30 days after becoming aware of a change in the parameters specified in the Order, if this deviation would result in a change to another license model in accordance with the list of prices and service descriptions. The Provider may increase the Fee accordingly from the date on which it was informed by the Customer of a change.
3.3. Unless otherwise agreed in the Order, payment shall be made by bank transfer. The Provider may offer alternative methods of payment at its discretion. All payments are due within 30 days after receipt of the invoice by the Customer.
3.4. Payment of the Fee for the first billing period of a project shall be due on the date of conclusion of the agreement. The amount of this payment and the period to which it relates are determined by the license model selected in each case in accordance with the list of prices and service descriptions.
3.5. All Fees incurred are exclusive of the applicable statutory value added tax.
3.6. The invoice shall be transmitted by sending it via e-mail.
3.7. The Customer may only assert a right of retention if it is based on the same contractual relationship. The Customer may only offset claims of the Provider against uncontested or legally determined claims.
3.8. The Provider is entitled to increase the amount of the Fees for the first time after the expiration of twelve months after the conclusion of the License Agreement with a written notice of three months to the end of the month, provided that this is reasonable under consideration of mutual interests. The Provider is entitled to make price changes in particular in the event of improvements or extensions to the services offered and in the event of cost increases regarding the set-up and maintenance of servers. If the Customer does not terminate after notification of the new Fees and continues to use chargeable services after the price change comes into effect, the price change becomes binding for the contracting Parties.
3.9. In each notification of change, the Customer is informed separately about the consequences of the change and its right of termination.
4.1. Unless terminated in accordance with these License Terms, the term of the License Agreement shall continue for as long as Customer continues to maintain at least one active Project for which it pays Fees under a License Agreement.
4.2. Termination automatically leads to termination of the License Agreement and all customer accounts made available to the Customer. However, termination shall have no effect on the Bosch ID/Single Key ID.
4.3. The use of the RefinemySite portal and the RefinemySite App as a user in accordance with the RefinemySite Terms of Use remains unaffected and is unlimited.
4.4. The Provider may terminate the License Agreement at any time with six months' notice to the end of the month.
4.5. The Customer may terminate the License Agreement at any time with three months' notice to the end of the month.
4.6. The right to terminate for good cause remains unaffected for both parties. Good cause on the part of Bosch shall be deemed to exist in particular if
a. The Customer is in default of payment of the agreed fee for a period of more than one month; or
b. The Customer repeatedly violates the License Terms or RefinemySite Terms of Use despite notice.
5.1. Notice of termination must be made in writing (letter, e-mail).
5.2. Uninstalling the App does not constitute termination of the License Agreement. Any obligations towards the Provider to pay agreed Fees shall remain unaffected by uninstallation of the App.
6.1. In the event of termination of the License Agreement, the customer account will be blocked at the time of termination and the Customer will no longer have access to his customer account, the services and the customer content. The Provider is entitled to irretrievably delete all data created in the context of the use of the RefinemySite portal after the expiration of any statutory retention periods, but no earlier than one month after the termination of the contract. The respective applicable data protection regulations apply to all personal data according to our data protection information.
6.2. The Customer is obligated to export and secure its data and customer content on its own responsibility in due time before termination of the License Agreement or expiration of the aforementioned period. At the Customer's request and for a separately agreed Fee, the Provider shall provide the Customer with appropriate support in exporting the customer data.
7.1. In the case of Project Licenses purchased on the basis of a defined term and terminated prior to the expiration of the defined term, the Provider shall provide the Customer with a pro-rata credit for future licenses for each full month remaining in the defined term.
7.2. In the case of License Agreements based on a multi-project volume license that are terminated before the end of the current billing cycle, Provider shall provide Customer with a pro-rata credit for future licenses for each full month remaining in the current billing cycle.
7.3. The credit notes described in these Sections 7.1 and 7.2 are valid only for future Licenses and cannot be redeemed for cash or other goods or services.
8.1. The Provider shall be liable in accordance with the statutory provisions (i) in the event of intent and gross negligence, (ii) in accordance with the provisions of the applicable German Product Liability Act, (iii) to the extent of a guarantee assumed by the Provider, and (iv) in the event of injury to the life, body or health of a person.
8.2. In the event of negligently caused material damage and financial losses, the Provider shall only be liable in the case of a breach of an essential contractual obligation but limited to the amount of foreseeable and agreement-typical damages at the time of conclusion of the agreement. Essential contractual obligations are whose fulfilment characterizes the agreement and on which the Customer may rely.
8.3. Irrespective of the provision in section 8.1, the liability of the Provider in the event of negligent breach of an essential contractual obligation proven by the Customer for all cases of damage incurred in the same agreement year is limited in amount as follows:
a. The liability limit per agreement year is a maximum of EUR 100,000.
b. If the amount of liability limit is not reached in an agreement year, the amount of liability limit does not increase in the following agreement year. An agreement year in the above sense is the first period of twelve months from the date of the contractual provision and each subsequent twelve-month period.
8.4. Any statutory limitations of liability that deviate from the above-mentioned liability regulations in favor of the Provider remain unaffected.
8.5. The Provider is only liable for the loss of data in accordance with the preceding paragraphs if such a loss could not have been avoided by appropriate data backup measures on the part of the Customer. In particular, the Services may not be used for document filing and archiving.
8.6. The above-mentioned limitations of liability also apply in the event of the fault of a vicarious agent of the Provider as well as for the personal liability of the employees, representatives and organs of the Provider as well as for claims for reimbursement of expenses.
8.7. The warranty period for material defects and defects of title for software that the Customer has purchased for a Fee as an entrepreneur shall be twelve months. This does not apply if the liability is based on statutory provisions. Defects or damages that could compromise the security or operation of the system must be reported to the Provider immediately.
The Provider may block the User's access to the RefinemySite portal and the RefinemySite App and/or the Services if the Provider determines that the Customer is in default of payment obligations under a License Agreement regarding RefinemySite with the Provider for more than 30 days.
10.1. “Confidential Information” includes information and documents expressly designated as confidential by a Party or are to be regarded as confidential due to the circumstances, especially information about operational processes, business relationships and know-how.
10.2. The Parties agree to maintain confidentiality regarding all Confidential Information unless expressly provided otherwise in these License Terms. This obligation shall continue for a period of 5 years after termination of the License Agreement. For trade secrets within the meaning of Directive (EU) 2016/943, the obligation to maintain confidentiality shall remain in force even after the expiry of the 5 years, if the Confidential Information concerned is to be classified as a trade secret.
10.3. The Parties will only grant access to Confidential Information to those organs and employees or organs and employees of affiliated companies within the meaning of the German Stock Corporation Act §§ 15 ff. (“AktG”) to which confidentiality obligations corresponding to the confidentiality obligations of these License Terms have previously been imposed. A disclosure of Confidential Information to other third parties is only permitted if they are bound to maintain secrecy due to professional secrecy. Furthermore, the Parties will only disclose Confidential Information to employees and other third parties who need to know them for the purpose of implementing these License Terms and, insofar as they are employees, obliged to maintain confidentiality to the extent permitted by labor law for the period after their departure.
10.4. Excluded from the above-mentioned confidentiality obligations are Confidential Information which:
a. Were known to the receiving Party prior to the date of conclusion of these License Terms without breach of the agreement or statutory confidentiality obligations or have become known by a third party lawfully and without having been obliged to keep them confidential;
b. are publicly known at the time of conclusion of the License Agreement or are made publicly known thereafter, unless this is based on violation of the License Agreement;
c. have been developed by the receiving Party independently of Confidential Information obtained under these License Terms;
d. must be disclosed due to legal obligations or by order of a court or authority or for reasons of legal defense. To the extent permissible and possible, the recipient obliged to disclose will inform the other Party in advance;
e. are to be disclosed by one Party with the prior written consent of the other Party.
10.5. Disclosures concerning the subject matter of the License Terms are only permitted with the consent of both Parties. For disclosures concerning the Provider, the regulations available under the following link shall be complied with: https://brandguide.bosch.com/document/78#/wissenswertes-zur-marke-bosch/markenarchitektur/eco-system.
10.6. The Customer undertakes not to carry out any observation, investigation, dismantling or testing (so-called reverse engineering) of the RefinemySite and the Services without the prior consent of the Provider, insofar as the RefinemySite and the Services are not publicly available. The Customer is not entitled to disassemble, decompile or translate software received into any other form of code, whereby mandatory copyright powers of the Customer in accordance with Article 5 and 6 of the EU-Directives 2009/24/EG (exceptions from the actions requiring approval and decomplication) remain unaffected.
11.1. Either Party is entitled to refuse performance of the agreement if these are impaired or prohibited by foreign trade regulations (especially national and international [re] export control and customs regulations, including embargoes and other state sanctions) which – in accordance with these regulations – are applicable to this agreement (hereinafter referred to as “Foreign Trade Regulations”). In these cases, each Party is entitled to terminate the User agreement to the extent necessary. If a partial performance is excluded for technical or legal reasons or if a Party has no interest in a partial performance, the termination shall lead to the termination of the entire agreement.
11.2. If the fulfilment of the agreement is delayed due to approval, allowance or similar requirements in accordance with Foreign Trade Regulations (hereinafter collectively referred to as “Approval”), agreed delivery periods and delivery dates shall be extended/postponed accordingly; any liability of the Party in connection with the delay is excluded. If an Approval is refused or not granted within three months of the application, each Party is entitled to terminate the License Agreement, in any case insofar as the fulfillment of the agreement requires Approval. If a partial performance is excluded for technical or legal reasons or if a Party has no interest in a partial performance, the termination shall lead to the termination of the entire agreement.
11.3. The Parties shall inform themselves immediately after becoming aware of Foreign Trade Regulations that may lead to the restrictions, prohibitions or delays mentioned in section 11.1 and 11.2.
11.4. Upon request, the Customer is obliged to provide the Provider will all information and documents necessary to comply with Foreign Trade Regulations or that are requested by authorities in this regard. These obligations may include especially information about end Customers, the destination and the intended use of RefinemySite, the Services or the products. The Provider is entitled to withdraw from any agreements or to refuse performance if the Customer does not provide the Provider with this information and documents within a reasonable period.
11.5. If the Customer hands over RefinemySite, Services or products to a third party (including affiliated companies of the Customer), the Customer undertakes to comply with the Foreign Trade Regulations. If the Customer violates this obligation, the Provider is entitled to refuse the fulfillment of the agreement or to terminate this agreement for good cause.
11.6. The liability of the Provider for damages in connection with or due to the refusal of performance of the agreement or due to a termination of the License Agreement in accordance with sections 11.1, 11.2, 11.4 and 11.5 is – to the extent permitted by law – excluded.
11.7. A cross-border supply of digital products (including related know-how), technology or data) shall take place exclusively in electronic form.
12.1. The Provider is entitled to modify or add to these License Terms at any time, including any applicable contractual terms with effect for the future, insofar as this is necessary due to legal changes or functional or technical developments of RefinemySite or the Services.
12.2. A modification or addition shall be notified to the Customer on a durable data medium (e.g., by e-mail or letter) at the latest six weeks before it takes effect. If the Customer does not object to the modification or addition within 30 days of the notification of the modification or addition, this shall be deemed to be consenting to the modification or addition (“Consent Fiction”); the Provider shall indicate this separately in the announcement. The Consent Fiction does not apply to a modification which affects the main performance of the License Agreement, insofar as this would result in an unfavorable mismatch between performance and consideration at the expense of the Customer. In the event of an objection, the License Agreement shall be continued under the previous conditions. In the event of an objection, the Provider is entitled to terminate the contractual relationship without observing a deadline. There will be a pro-rata refund of the Fees. The notification of modification or addition informs the Customer of its right to object and of the consequences.
12.3. Editorial changes to these License Terms, e.g., changes that do not affect these License Agreement, such as the correcting of typing errors, shall be made without notifying the Customer.
13.1. Updates
13.1.1. The Provider may provide updates regarding the Services, e.g., to close security gaps or to eliminate errors. It’s the Customers responsibility to immediately install updates and to update the operating system of its mobile device if this is necessary to update the basic services.
13.1.2. Regarding the products, the statutory regulations on updating obligations apply. The Provider shall inform the Customer in good time of the provision of such updates, as well as of the legal consequences of failure to perform the installation within a reasonable time.
13.1.3. The Provider is entitled to directly download and install security updates, for example to maintain product or data security, regardless of the Customer’s settings. If the Provider makes a security update, he will inform the Customer.
13.2. Changes of Services
13.2.1. The Provider is entitled to adapt or supplement the Services at any time in response to changed technical conditions or with a view to further development of the application or technical progress. The Customer has no right to maintain certain Services or parts thereof. The Provider shall take into consideration the legitimate interests of the Customer.
13.2.2. Claims of the Customer for the provision of the Services for reasons that lie outside these License Terms (e.g., from the purchase of hardware that depends on the operability of the Services) remain unaffected. Insofar as the Customer is entitled to such claims on the provision of the Services, section 13.1 to section 13.2 shall apply mutatis mutandis to changes thereto.
The Provider shall be entitled to transfer this agreement to an affiliated company in accordance with the German Stock Corporation Act §§ 15 ff. (“AktG”) of Robert Bosch Power Tools GmbH or Robert Bosch GmbH. The Provider shall inform the contracting Party of such transfer of agreement in good time and in a suitable manner. In the event of a transfer of the agreement, the contracting Party shall have a special termination right, which must be asserted in writing to the Provider with a period of notice of one month from notification of the transfer of the agreement. The termination shall take effect immediately but not before the date of transfer of the agreement.
15.1. Disruptions caused by unavoidable events that (i) are beyond the control of the Provider, (ii) could not be averted with reasonable effort, (iii) were not foreseeable even with reasonable care, and (iv) make the obligations of the Provider under these License Terms significantly more difficult or impossible in whole or in part, such as strikes, blockades, failure of the public power grid, failures of the internet, failures of the Bitcoin system, exceptional weather conditions, operational or traffic disruptions and transport obstructions (“Force Majeure”) release the Provider from the obligations under these License Terms for the duration of the event plus a reasonable start-up period.
15.2. Legally relevant declarations and notifications that are to be submitted to the Provider after conclusion of the agreement (e.g., setting deadlines) must be made in text form (letter, e-mail) in order to be effective.
15.3. This agrement is exclusively governed by the laws of the Federal Republic of Germany, excluding the conflict of law provisions and the United Nations Convention on Contracts for the International Sale of Goods (CISG).
15.4. Exclusive place of jurisdiction for all disputes arising from or in connection with these Terms of Use is Stuttgart, Germany (for local court proceedings the local court in 70190 Stuttgart).
15.5. Should any provision of these License Terms be or become invalid or unenforceable, this shall not affect the validity of the remaining provisions.
Robert Bosch Power Tools GmbH