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General terms and conditions

Table of Contents

1. Scope of application and amendments of these General terms and conditions (GTC) and the special conditions for individual business relationships

1.1. Scope

  1. The GTC apply to all business relations between Lytt GmbH (hereinafter referred to as "Lytt") and the Client. In addition, special terms and conditions shall apply to special business relationships (e.g. for individual consulting services within the scope of individual and group workshops) which contain deviations from or additions to these GTC.
  2. Conflicting terms and conditions or terms and conditions deviating from these GTC shall not be recognised unless these terms and conditions are expressly agreed to.
  3. The current version of the GTC shall also apply to all future transactions with the Client. The current version is available on request or on our website.
  4. Lytt provides services exclusively to business enterprises within the meaning of § 14 BGB (German Civil Code), i.e. persons acting in their commercial or self-employed professional capacity and not for private purposes.

1.2. Amendments

  1. The Client shall be informed of changes to the GTC in digital form no later than two weeks before they take effect.
  2. The Client may either accept or reject the amendments before the proposed date of entry into force.
  3. The Client shall be deemed to have given his consent if he has not indicated his refusal before the proposed date of entry into force of the amendments.

2. Contractual conditions, conclusion, obligations to cooperate and duration of the contract

2.1 Conclusion of the contract

  1. At the Client's request, Lytt shall prepare an offer for the services to be provided. No liability is accepted for the correctness of this offer.
  2. Lytt's offers are subject to confirmation and non-binding, unless the offer is designated as binding in writing. Inquiries by the Client, even after prior communication with Lytt, shall only constitute legally binding offers to conclude a contract, § 145 BGB (German Civil Code). In the case of non-binding offers, a contract with Lytt shall only be concluded by Lytt sending an order confirmation. In the case of offers by Lytt designated as binding, a contract shall only be concluded upon receipt of the Client's confirmation of the offer within the period specified in the offer.
  3. No special formal requirements are required.
  4. If contractually agreed services cannot be performed without significantly exceeding the services described in the offer, Lytt shall inform the Client thereof in a timely manner. A substantial overrun shall be equivalent to additional costs of at least 30% (thirty per cent). The Client may terminate the Contract for this reason. Lytt shall be entitled to remuneration for the services agreed and rendered up to that point.
  5. All agreements made between the Client and Lytt result in particular from these GTC, the service description, Lytt's offer and the placing of an order by the Client.
  6. The Client receives no ownership or usage rights to drafts, layouts, software and other materials and documents which are handed over in the context of offers and contract negotiations. The transfer to third parties is prohibited, unless otherwise agreed.

2.2. Collaboration

  1. The contracting parties shall nominate contact persons for each other, who shall bindingly coordinate all questions relating to the implementation of the contract.
  2. In the event of absence due to holiday, illness or other reasons, substitute persons must be named.
  3. In the event of changes to the named persons, the parties are obliged to notify this immediately. Until receipt of such notification, the aforementioned contact persons shall be deemed entitled to make and accept declarations within the scope of their previous power of representation.
  4. If there is a concrete need, the contact persons agree on the progress of the project or on obstacles to the implementation of the contract./li>

2.3. Services of Lytt

  1. The object of these GTC is the provision of various communication and information services to the Client for a fee in order to control internal communication and the flow of information within the Client's company as well as the provision of various other services by Lytt. These include in particular:
    • the temporary provision of Lytt's communication system, with which the Client may effectively process reports from persons directly employed by him/her ("Reporting Party") by a Case Manager employed by him/her (Section 3);
    • the provision of consultancy services in the form of workshops, coaching and case studies (Section 4.1);
    • the creation of print communication media (Section 4.2)
  2. The details of the services to be provided by Lytt to the Client shall be set out in particular in Lytt's description of services and offer.
  3. For chargeable access to Lytt's communications system and for all chargeable services, Lytt shall ensure 99.99% availability within its area of responsibility. The exact terms and conditions of availability and associated support are set out in Annex A (Service Level Agreement).
  4. Lytt shall not be obliged, without a separate agreement, to publish intermediate results, drafts, source files and similar documents leading to contractual performance.
  5. Lytt shall be entitled to render partial services as far as these are reasonable for the Client.
  6. The patent, design, copyright and trademark protection or registrability of the ideas, suggestions, proposals, concepts, drafts and other services supplied within the framework of the contract shall not be owed without a separate agreement.

2.4. Cooperation services

  1. The Client shall support Lytt in the performance of the services owed under the contract. This includes, in particular, the timely provision of information, materials and data to the extent required by the Client's cooperation services.
  2. Content to be provided by the Client shall be made available in a common, immediately usable, digital standard format.
  3. If the Client realises that his own details, requirements or contents are incorrect, incomplete, not clear or not feasible, he/she must inform us immediately about this and the recognisable consequences.

2.5. Appointments

  1. Lytt shall not be responsible for delays in performance due to circumstances within the sphere of responsibility of the Client (e.g. delayed provision of cooperation services) and force majeure (e.g. strike, lockout, general telecommunications disruptions). They shall entitle Lytt to postpone the provision of the relevant services for the duration of the hindrance plus a reasonable start-up period.
  2. If the assertion of the Client's rights presupposes the setting of a reasonable grace period, this shall be at least two weeks.

2.6. Service changes

  1. If the Client wishes to change the scope of the services specified in the contract, he shall notify Lytt in writing or in digital form.
  2. Lytt will review the Client's change request to the existing agreement.
  3. Lytt shall inform the Client of the result of this check. Either a detailed proposal for the implementation of the change request is submitted or a statement is given as to why the change request cannot be implemented.
  4. If the amendment is feasible on the basis of the result of the examination, the Contracting Parties shall agree on the content of the proposal for the implementation of the proposed amendment. If an agreement is reached, the contract shall be amended accordingly. The change shall be remunerated at Lytt's usual hourly rate. If no agreement is reached, the original scope of services shall remain in effect.
  5. Agreed deadlines shall be postponed if and to the extent that they are affected by the amendment procedure, taking into account the duration of the examination, the vote on the amendment proposal and, if applicable, the amendment work to be carried out plus a reasonable start-up period. Lytt shall notify the Client of the new dates.

2.7. Contract duration and termination

  1. Unless otherwise agreed between the contracting parties, the duration of the contract shall be 12 months.
  2. If the contract is not terminated at least one month before the end of the contract period, the contract period shall be extended by a further 12 months.
  3. The cancellation can be made by e-mail or in writing. It is equivalent to a termination if the Client deletes the account, established domains and all data.
  4. The timely export of data before termination of the contract is the responsibility of the Client.

2.8. Extraordinary termination

  1. The right of extraordinary termination for good cause remains unaffected.
  2. An important reason for termination for the Client is, in particular, the breach of material contractual obligations, the suspension of services and the application to open insolvency proceedings against Lytt's assets.
  3. There are other important reasons that could be considered in particular:
    • considerable dissent about the design and execution of the contract, which makes further cooperation impossible;
    • performance delay.
  4. In the event of termination for good cause, Lytt shall not refund the remuneration already paid for services already rendered. Any license fees already paid for services not yet performed in the future will be refunded.
  5. Termination for good cause may be by e-mail or in writing.

3. The provision and use of the Lytt communication system

3.1 Provision of the communication system

For the duration of the contractual relationship, Lytt shall make the current version of the communication system available to the Client via the Internet for a fee. For this purpose, Lytt shall set up a Client-specific domain for the Client with which he/she can access the communication system. Lytt is continuously developing the communication system and will improve it through ongoing updates.

3.2. Access to the Client area

  1. The Client receives a browser-based administration dashboard from Lytt, which is the central communication channel between the Client, the Client's case managers and the persons directly employed by the Client ("reporting party"). For the use of the dashboard in his/her company, the Client as administrator receives an access authorization, consisting of a user password and an individual password, with which access to the respective dashboard is possible.
  2. The Client may not disclose the password to third parties and must keep it carefully to prevent misuse. to exclude.
  3. In the event of loss of the password or if unauthorised third parties become aware of it, the Client shall be obliged to inform Lytt thereof without delay. If the Client cannot prove that a third party has used access to the Dashboard without the Client's consent, all statements made about such access shall be attributed to the Client.
  4. If the Client wishes to invite a third party (e.g. external psychologists) instead of his own case manager to the communication system to process certain reports from reporters, he shall be responsible for ensuring that the provisions of this contract are complied with by the third party. If third parties are involved, the Client receives an administration dashboard.

3.3 Use of the communication system

  1. Lytt provides an incident based chat function between the Client and the persons directly employed by them ("reporters"). The reporters have the possibility to send messages to the Client or the case manager appointed by him/her. Notifications may be made anonymously or by providing the details of the person making the notification.
  2. The Client is responsible for creating the technical prerequisites necessary for the contractual use of the communication system within the Client's area of responsibility. Lytt does not owe any advice or service in this respect.

3.4 Sending messages and providing information to the reporting party

The Client is responsible for the content that he/she has uploaded into the communication system (e.g. content of the chat-log, information about vacation substitutions) fully responsible. Lytt takes over no examination of the contents on completeness, correctness, legality, topicality, quality and suitability. The Client therefore declares and warrants to Lytt that the Client is the sole owner of all rights to the messages sent by him/her, or is otherwise entitled (e.g. by a third party) the effective permission of to use the content he/she has uploaded into the communication system and to use and exploit the rights of use and exploitation in accordance with the preceding paragraph.

3.5. Right of use

  1. Lytt grants the Client the non-exclusive and non-transferable right to use the communication system as intended during the term of the contract.
  2. The Client's data transmitted and stored by means of Lytt's communication system may be used for the following purposes may be protected by copyright. The Client hereby grants Lytt the right to use any copyrighted material created by Lytt to store and reproduce data and content to be transmitted to Clients, insofar as this is necessary for the performance of the services owed under this contract. Lytt shall also have the right to store data in a failure computer centre. In order to eliminate faults, Lytt is also authorized to make changes to the structure of the data or the data format.
  3. The Client is not entitled to make the access to the communication system available to third parties for use against payment or free of charge.
  4. The Client shall not be entitled to modify or process the communication system or any other services provided by Lytt without separate permission. Changes and processing necessary to achieve the purpose of the contract shall be excluded.

4. Consulting services, creation of print and communication media

4.1. Consulting services

  1. In consultation with the Client, Lytt provides consulting services in the form of workshops, coaching and case studies.
  2. If the consulting service is provided in the form of case processing, Lytt shall take over central communication with the Client's directly employed persons ("reporting persons"). The Client shall receive a restricted administration dashboard.
  3. The consulting service will be invoiced to the client on a half-hourly basis at an hourly rate of 150 Euro.

4.2. Creation of print and communication media

  1. SIf the Client has commissioned Lytt to create print communication media, the print media shall be delivered to the Client's registered office at the Client's request. The risk of accidental loss or accidental deterioration shall pass to the Client upon delivery to a forwarding agent or carrier, but no later than upon leaving the factory or warehouse. This transfer of risk is independent of whether the goods are dispatched from the place of performance or not.
  2. If the shipping route and means of transport have not been agreed individually, Lytt may choose the most favourable variant for the shipping route and means of transport. In making this choice, Lytt shall take into account the Client's easily identifiable concerns.

5. Remuneration, terms of payment and set-off

5.1. Remuneration

  1. The remuneration for the services to be rendered by Lytt shall result from the agreement of the contracting parties, i.e. in particular from the service description and the payment plan drawn up individually for the Client. If payment is made on the basis of time spent, Lytt shall calculate the services to be performed in person days. One person day corresponds to eight working hours. The smallest billing unit shall be half an hour.
  2. In the absence of any agreement, the fee recommendations of the Bundesverband Digitale Wirtschaft (BVDW) shall apply.
  3. All Lytt prices are net prices, i.e. they do not include VAT. If the services to be rendered by Lytt require packaging and dispatch to the Client (e.g. production of print media), the Client shall bear the costs thereof.
  4. If payment is made on the basis of time spent, the Client shall bear any out-of-pocket expenses, expenses and travel expenses incurred by Lytt in connection with the execution of the order.
  5. The Client will be charged 0.50 € plus VAT for each single kilometre and employee, irrespective of the means of transport chosen. Accommodation costs will be charged by arrangement. If no agreement has been made, 100 € plus VAT in Germany and 150 € plus VAT abroad or at trade fairs will be charged per overnight stay.
  6. Unless otherwise agreed, Lytt's cost estimates shall not be binding with regard to subsequent invoicing.
  7. If it is foreseeable that the actual costs will exceed the costs estimated by Lytt in writing by more than 25% (twenty-five per cent), Lytt shall immediately inform the Client thereof.
  8. Unless otherwise contractually agreed, invoicing shall take place at the beginning of the month.

5.2 Terms of payment, right of retention, set-off

  1. Unless otherwise expressly agreed, all services are to be rendered in cash and without discount within 14 days of the invoice date. The statutory regulations shall apply with regard to the prerequisites and consequences of the delay.
  2. Offsetting against counterclaims is only permissible if these are undisputed or have been legally established. In addition, the Client may offset with a counterclaim which has taken the place of a right of retention to which he is entitled from this contractual relationship.
  3. A right of retention of the Client only exists limited to the same contractual relationship and in the case of defects only in the amount of three times the expenses necessary to remedy the defects. However, the Client may exercise his right of retention due to undisputed or legally established claims.

6. Warranty for defects

6.1. Defects of quality & defects of title

  1. Lytt shall ensure that the services provided, in particular the provision of the communication system and the delivery of print media which have the agreed characteristics and for the contractually presumed, in the absence of agreement for the usual use suitable. The software, on which the communication system is based, meets the criterion of practicality. The software shall be suitable and of the usual quality for software of this type; however, it shall not be free from defects. A functional impairment of the communication system resulting from hardware defects, environmental conditions, faulty operation or similar, is not a defect. An insignificant reduction of the quality is not taken into account. Technical data, specifications and performance data in public statements, in particular in advertising material, do not constitute quality specifications.
  2. Lytt warrants that the Client's use of the communication system in accordance with the contract shall not infringe any rights of third parties. Lytt shall inform the Client immediately in text form if third parties assert proprietary rights (e.g. copyrights or patent rights) to the communication system. If the Client is accused of infringing third party rights, Lytt shall provide the Client with information and documents to assist the Client in defending against such infringement, make any necessary declarations to the third party and reimburse the Client for the costs of the necessary legal advice and representation according to reasonableness.
  3. The limitation period for warranty claims shall be one year.

6.2. Subsequent performance

  1. In the event of material defects, the Client shall give Lytt the opportunity to analyse and remedy the defect at least twice within a reasonable period of time. Lytt shall have the choice of remedying the defect by repairing or replacing the corresponding object of performance, if technically possible.
  2. If the supplementary performance fails, the Client may, at his discretion, reduce the price or withdraw from the contract without notice. This shall also apply if Lytt refuses subsequent performance or if subsequent performance is unreasonable for the Client.

7. Limitation of liability

7.1. General limitation of liability

  1. Lytt shall be liable without limitation if the cause of the damage is based on intent or gross negligence. In addition, Lytt shall be liable for the slightly negligent breach of material contractual obligations whose the purpose of the contract, or for the neglect of the contractual duties, or for contractual obligations, the fulfilment of which is necessary for the proper execution of the contract in the first place and on whose compliance the Client may regularly rely. In this case, Lytt shall be liable only for the foreseeable, contract-typical damage. Lytt shall not be liable for the slightly negligent breach of obligations other than those specified in the preceding sentences.
  2. The above limitations of liability shall not apply in the event of injury to life, limb or health, for a defect after assumption of a guarantee or a procurement risk and in the event of fraudulently concealed defects.
  3. The liability according to the product liability law remains unaffected.
  4. Insofar as Lytt's liability is excluded or limited, this shall also apply to the personal liability of employees, representatives and vicarious agents.

7.2. No liability for external content

  1. Lytt is not responsible for materials and content provided by the Client. Lytt is not obligated to review the materials and content for possible violations of the law, but will promptly notify the Client of any material risks it reasonably believes to be material.
  2. If Lytt suffers damage due to materials or contents of the Client, the Client shall be liable to Lytt for such damage.
  3. The Client is obliged to compensate Lytt for any damages (expenses, damages) resulting from incorrect or improper use (hacking, phishing, spamming, etc.) of the systems provided.

8. Agreement on the protection of entrepreneurial activity

8.1. Non-disclosure agreement

  1. The parties to the contract undertake to inform all of them before or during the performance of the contract of the following contents and objects (e.g. software, documents, information) that are received or become known to the other party which are legally protected or commercial or industrial secrets or are designated as confidential, also beyond the end of the contract to be confidential unless they are publicly known without breach of confidentiality. The Contracting Parties shall keep and secure these items in such a way that access by third parties is excluded.
  2. If one contracting party requests this, the documents handed over shall be handed over after termination of the contractual relationship, insofar as the other contracting party cannot assert any justified interest in these documents.
  3. Press releases, information, etc. in which one Party refers to the other Party shall be limited to after previous written agreement - also by e-mail - admissible. Notwithstanding the foregoing, Lytt may name Clients on their website, in other media (e.g. social media channels), as well as in print media as reference Clients and use the Client's logo. The Client will provide Lytt with a scalable vector file (svg) or a similar format (jpg. png, pdf). Lytt has the right to scale the Client's logo appropriately for better presentation purposes.

8.2. Data privacy

  1. Within the framework of the provision of the communication system, Lytt processes personal data of the registrants and other employees of the Client on behalf of the Client as order data processor within the meaning of Art. 4 No. 8 GDPR. In this context, Lytt shall be entitled to electronically store personal data relating to the specific order and to process and use such data for operational purposes in accordance with the statutory provisions. Further information on the processing of personal data can be found in the Data Processing Amendments and the User Information.
  2. Within the framework of the creation of print media, Lytt processes personal data of the Client as the responsible party within the meaning of Art. 4 No. 7 GDPR.

9. Final clauses

  1. The place of jurisdiction for all legal disputes arising directly and indirectly from the contractual relationship as well as from its creation and effectiveness shall be the location of the branch office of Lytt (Berlin, Germany). This also applies to disputes arising from documents, bills of exchange and cheques relating to the contractual relationship. However, Lytt shall have the right to assert claims against the Client before the court at the Client's place of residence or business.
  2. The contractual relationship between the Client and Lytt, its execution and all rights and obligations arising therefrom shall be governed by German law to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods of 11.04.1980.
  3. Should one or more individual provisions of these GTC be partially or completely invalid for any reason, this shall not affect the validity of the remaining provisions. Insofar as these GTC contain loopholes, these shall be filled by a provision which takes into account the economic purpose of the contract.
  4. Appendix A – Service Level Agreement

Appendix A – Service Level Agreement

Overview

The successful provision of our services requires a transparent definition of the Client-service provider relationship. These service conditions specify the services to be provided by Lytt GmbH (hereinafter referred to as "Lytt") to its Clients. These service levels are divided into two areas:

  1. SaaS Level Agreement (SLA)
  2. Support Service Levels (SSL)

The SLA applies to all Lytt Clients.

SSL depends on the support service chosen by the Client. The possible SSL are defined in these conditions.

Unless otherwise agreed, the version of this Agreement in force at the time the Agreement or any part thereof is entered into shall apply to existing and future contractual relations between Lytt and the Client.

Should the individual provisions of this document contradict each other on one or more points, the more favourable regulation for the Client shall apply. In addition to these terms and conditions, Lytt's General Terms and Conditions shall apply.

Definitions

General request
There is no error. The Client asks for information, for example.

Error
The service in question is still available, but limited.

Urgent error
The service in question is no longer available.

Latency
Time interval between the end of an incident and the beginning of the response to that incident.

Service Level
Defined and measurable criteria for the provision of a specific service on a monthly basis.

Support time
Time during which the technical service department can be reached via the associated communication channel.

Availability
Possibility of actual use of the underlying services.

Time to Repair (TTR)
Time from receipt of an error message for a selected Client service in the correct communication channel until the error is rectified, so that the hardware or service is available and/or accessible again.

1. SaaS Level Agreement (SLA)​

1.1. Data center

Lytt uses the Open Telekom Cloud (OTC) and guarantees a monthly uptime of 99.99%. This service level is deemed to have been met as long as the actual availability of the data center does not fall below the value stated above.

1.2. Core network

Lytt offers a core network availability of 99.99% on a monthly basis. This service level applies to as long as the actual availability of the data center exceeds the value specified above in the monthly average. Lytt guarantees a latency of 70 Milliseconds within the core network on a monthly basis with the above availability. This service level is considered to be as long as the actual latency of the core network does not fall below the above value.

1.3. Maintenance

Maintenance windows shall be agreed for regular, scheduled or unscheduled maintenance work on Lytt's and its suppliers' systems required to maintain and secure ongoing operations and to perform updates or upgrades. Restrictions on availability caused by such necessary work shall not be deemed to be downtime.

1.4. Non-compliance with SLAs

If the agreed Services are not performed, Lytt shall credit the Client's account, provided that the Client has notified Lytt in writing by post within one month of the end of the calendar month for which the Client requests the credit.

As a general rule, this credit note can only be requested after the end of the month affected by the non-compliance. The date of dispatch is decisive for timely receipt. The following matrix shows the credit due to non-compliance with various availability and latency levels:

Guaranteed value: 99.99% Credit*
Service Level <99.99% 5%
<99.00% 10%
<98.00% 20%
<90.00% 50%

*based on a monthly license fee

The following applies to non-compliance with the service level with regard to response times and repair times:

For every half hour of non-compliance with the specified availability, Lytt will issue a credit of a daily rent (= 1/30 of the monthly rent) for the service in question. In principle, the maximum amount of credit per month is 50% of the monthly rent for the service in question. Further claims against Lytt, in particular for compensation for indirect and consequential damages, such as Interruption of operations, loss of data and information, etc. are only permitted within the scope of liability according to the General terms and conditions of Lytt.

1.5. Disclaimer

Lytt shall only be liable for non-compliance with the service level if Lytt is responsible for such non-compliance. In particular, Lytt shall not be liable for:

1.6. Separability

Should individual provisions of this document be or become wholly or partially invalid or unenforceable, this shall not affect the validity of the remaining provisions of the relevant contract.

2. Support Service Level (SSL)

We offer two different support service levels:

The performance values for the above SSLs are listed in the Performance Values chapter.

2.1. Information channels

Lytt's Client service is the point of general contact for all Lytt Clients. The Client has the opportunity to send enquiries and orders through the following means of communication and channels:

You will find the current contact details on our website.

For certain orders, the Client must use the specified communication channels in order for Lytt to meet guaranteed response times. These communication channels vary depending on the SSL selected and are communicated to the Client when the order is placed.

2.2. support times

The support time is the period of time during which the technical support team responsible for the respective product can be reached via the corresponding communication channel.

2.3. Response times

The response time usually begins when the Client report is received through the specified Lytt communication channel. The communication channels for each product will be communicated to the Client upon conclusion of the contract. Should these change, Lytt will inform the Client within 24 hours.

If the report does not reach Lytt in the correct channel, delays may occur.

Response times are only guaranteed if the report is received by Lytt via the specified communication channel.

The response times are categorized as follows:

Lytt employees classify Client reports into the above categories based on the Client's error description. Within the specified response time, the Client will receive a qualified response from a Lytt representative. A qualified statement will at best include the completion of the transaction, but at least an initial evaluation of the report and information on the next steps. In the event of an error or an urgent error, the Qualified Statement also includes information about the expected duration and extent of the current error.

The response times for the various SSLs are listed in the "Performance Values" chapter.

2.4. Time to Repair

In the event of faults and urgent faults in connection with one or more services, a time to repair (TTR) is granted in addition to the response time.

The error reported by the Client will be corrected within the TTR.

The starting point for this time window is also the reception of the report at Lytt via the specified communication channel.

The TTR for the various SSLs is listed in the "Performance Values" chapter.

2.5. Performance values

Standard Support Service (SSS) Premium Support Service (PSS)
Technical Support
Response times (hours)
a) General inquiry 12 2
b) Error 8 1
c) Urgent error 4 0.5
Time to Repair (hours)
a) General inquiry - -
b) Error 24 8
c) Urgent error 8 4
Telephone case entry No Yes
Non-technical Support
Live Chat No Yes
Phone Support No Yes
Proactive account monitoring No Yes

Last modified: August 2019