Lano Platform Terms

Scope and definitions
1.1 These Lano Platform Terms are applicable to and govern Authorised User’s use of the Lano Platform, a web-based software-as-a-service solution provided by Lano.
1.2. Unless otherwise defined herein, any terms used or referenced within these Lano Platform Terms shall have the meaning ascribed to them in the applicable Framework Agreement.
1.3. In the event of a conflict between these Lano Platform Terms and the applicable Framework Agreement, the terms and conditions of the Lano Platform Terms shall prevail.
1.4. Lano may amend these Platform Terms by giving Authorized User written notice (text form sufficient) of the amended terms at least thirty (30) calendar days prior to the effective date of the amended terms. The amended terms shall become effective if Authorized User does not object to the amended terms in writing within thirty (30) calendar days after receipt of the notification. Authorized User will be informed of this effect within the notification.
Lano Platform and Platform services
2.1. Subject to the terms and conditions of the Framework Agreement and its Annexes, including these Lano Platform Terms, Lano shall make the Lano Platform and certain platform-related support services (the “Platform Services”) available to Client for use by Client solely to manage its employees and their payroll and to utilize the Services as agreed under the Framework Agreement.
2.2. The Lano Platform and the Platform Service shall become available for Authorized User’s use upon acceptance of these Lano Platform Terms and upon activation of the Account, as described below.
2.3. In order to use the Lano Platform and the Platform Services, an account (“Account”) must be created by Client, a Worker and any additional employees and/or Contractors of Client (“Client Employees”) and/or any other person authorised by Lano may be granted access to the Lano Platform (collectively, the “Authorised Users”). Once registration has been completed, an email with a link will be shared with the Authorised User, which must be used to set a password for the Account. A sufficiently secure password must be chosen by the Authorised User known only to it. As soon as the password is set, the Account is activated and the Authorised User may login to the Lano Platform and make use of it and the Platform Services.
2.4. The access data of each Authorised User, including the password, must be kept strictly confidential and may not be made available to any unauthorised third party. Each Authorised User shall implement appropriate measures to protect access data from being accessed by unauthorised third parties.
2.5. An Authorized User shall inform Lano immediately if it becomes aware of or has any suspicion that any password or other access data for the Lano Platform has been stolen or become known to any unauthorized person. Access data of former Client Employees must be deactivated immediately upon termination of Client Employee’s engagement
with Client.
2.6. Lano will provide Authorized Users online, or by other means, with documentation supporting Client’s access to and usage of the Lano Platform for the contractually agreed purposes (“Documentation”). Lano may update the Documentation from time to time to address changes in the Lano Platform or its functionality.
2.7. On the Lano Platform, Lano’s customer support may be accessed by an Authorized User during the Term to address support questions or error messages. In addition, Authorized Users may contact Lano via the contact form provided on Lano Platform. Client’s questions and error messages are processed within a reasonable period of time depending on the urgency of the matter and subject to the Service Levels set forth in Section 6 of these Lano Platform Terms.
2.8. Lano reserves the right at any time in its sole discretion to substitute, change and/or modify the Lano Platform and/or the Platform Services, including their specifications and documentation, without any liability towards Authorized User whatsoever, including limiting the scope, functionalities, and/or content of the Lano Platform, or parts thereof. Where the substitution, change and/or modification materially impairs Client’s use of the Services, Lano shall notify Client hereof in writing no later than 90 (ninety) days prior to the substitution, change and/or modification taking effect.
2.9. Lano is entitled to suspend or discontinue Authorized User’s access to the Lano Platform and the provision of the Platform Services (in whole or in part) with immediate effect, without any liability towards Client whatsoever, if (i) Client is in breach of its contractual obligations under the Framework Agreement or these Lano Platform Terms, in particular, with Sections 2.4, 2.5, 3, 4.1, 4.2 or 6; (ii) the suspension or discontinuation is required by law or by a governmental authority; or (iii) the Lano Platform is subject to a virus or malicious software attack.
Authorized User Obligations
3.1. Authorized User may not interfere or permit interference with the Lano Platform outside of its contractually agreed usage or penetrate or permit penetration of Lano’s data networks (e.g. by carrying out network penetration tests), without Lano’s prior written authorisation.
3.2. Authorized User may only access the Lano Platform via the technical interfaces provided by or on behalf of Lano and may not circumvent any safeguards applied by Lano to protect its data networks and the Lano Platform.
3.3. Authorized User shall notify Lano promptly in writing if it detects any defects in the Lano Platform or the Platform Services or has reason to believe that such defects exist. If Client fails to make such notification in good time, this shall constitute contributory cause or contributory negligence on side of Client in relation to the defect unless Client can show that it is not responsible for the failure. Should Lano be unable to remedy the situation as a result of Client’s failure to notify Lano in good time, Client shall have no claim against Lano for damages, a reduction of Fees or extraordinary termination.
3.4. Authorized User shall observe all third-party rights, laws and regulations when uploading any data or information to the Lano Platform or when otherwise using the Lano Platform. Client shall ensure that any content posted by an Authorized User on the Lano Platform does not violate the rights of a third party.
3.5. Authorized User shall use state-of-the-art antivirus programs and check all data and information for viruses before transmitting them to Lano or the Lano Platform.
3.6. Authorized User shall require its Authorised Users to comply with the terms of this section 3 accordingly.
Intellectual property
4.1. Subject to Section 10 of the Framework Agreement, Lano grants to Authorized User a simple, non-sublicensable and non-transferable right to use the Lano Platform, the Platform Services and the Documentation during the Term, for the purposes agreed hereunder and under strict compliance with the terms of the Framework Agreement and its annexes (including these Lano Platform Terms). The use of the Lano Platform, the Platform Services or the Documentation for any other purposes is strictly prohibited, unless otherwise agreed by and between the Parties.
4.2. Client shall not and shall ensure that its Authorized Users do not (1) modify, copy, or create derivative works based on, the Lano Platform, the Lano Services or the Documentation; (2) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share, or otherwise make the Lano Platform, the Lano Services or the Documentation available to any third party other than an Authorized User as permitted herein; (3) reverse engineer or decompile any portion of the Lano Platform, the Lano Services or the Documentation, including but not limited to, any software utilized by Lano in the provision of the Lano Platform; (4) access the Lano Platform, the Lano Services or the Documentation in order to build any commercially available product or service; or (5) use the Lano Platform, the Lano Services or the Platform Services for any purposes which are racist, discriminatory, pornographic, politically extreme, or otherwise illegal or which endanger the protection of minors.
Warranty
5.1. Subject to Section 5.2, Lano warrants (i) that the Lano Platform and the Platform Services will be provided in a professional manner consistent with good industry standards and using reasonable skill and care, (ii) that the Lano Platform will be free from material defects in design or workmanship, and (iii) that, to the best of Lano’s knowledge, the Lano Platform does not contain, and Lano will not knowingly introduce, any viruses or malicious codes.
5.2. Lano does not represent or warrant that the functions contained in the Lano Platform will meet Client’s requirements or that the access to or operation of the Lano Platform will be uninterrupted or error free.
Service Levels
6.1. Lano shall make the Lano Platform and the Platform Services available to Client in accordance with the service levels set forth in this Section 6 (“Service Levels”). The Parties may, on a case-by-case basis, agree in writing to a change or extension of the Service Level response and/or resolution times.
6.2. Technical Service Levels.
Priority
Definition
1st Response Time (Hours means working hours)
Resolution Time (Hours means working hours)
High
An issue that is blocking a user or a system process
3 hours
24 hours
Medium
An issue that is causing interference to a main user or system process
4 hours
48 hours
Low
A defect in the system
48 hours
7 days
Category
Definition
Value
Platform Availability Rate-Uptime
"Parties understand “availability” to mean the possibility of using the Lano Platform in accordance with the Framework Agreement and these Lano Platform Terms. The Software is also considered to be available with: (a) disruptions to parts of the technical infrastructure or the Internet required for accessing or using the Lano Platform which are not provided by Lano or its Subcontractors; (b) disruptions or other events not caused by Lano or its Subcontractors; (c) scheduled downtime in accordance with Section 6.3; (d) negligible reductions in the suitability of the Software for use in accordance with the Framework Agreement."
Lano shall owe availability of the Lano Platform 99% per calendar year.
6.3. Lano is entitled to arrange scheduled downtime of the Lano Platform for updates, maintenance, data backup and other work required on the Lano Platform and/or its server(s). Client shall be notified of any scheduled downtime at least one (1) week in advance, and Lano will endeavour to schedule any downtime at low-traffic times (Monday to Friday between 8 p.m. and 6 a.m. CET or on weekends or national public holidays in Germany). Prior notice will not be required for urgent work, e.g., work that needs to be performed to close existing security loopholes or to maintain the functionality of the Lano Platform. Client’s right to access and use the Lano Platform shall be suspended during scheduled downtime. Lano takes no responsibility or liability for any losses or damages suffered by Client when accessing the Lano Platform during any scheduled downtime.
6.4. If Client detects an alleged failure to comply with the Service Levels, Client shall promptly notify Lano. Upon notification, Lano shall investigate the alleged non compliance and communicate to the Client the result of such investigation.
Custom Demo Phase
7.1. Lano offers selected Authorised Users, at its own discretion, the opportunity to access and use certain functionalities of the Lano platform as part of a free, time-limited custom demo phase (“Custom Demo Phase”). This is intended to give a practical insight into the Lano platform, the functionalities it offers and an overview of the Services to be provided by Lano.
7.2. The scope of the functionalities in the Custom Demo Phase is agreed upon between Lano and Authorised User. During the Custom Demo Phase, the Authorised User has the right to access only specific functionalities on the Lano platform and that functionalities have a specific quality and/or availability.
7.3. Any information, data and documentation uploaded by the Authorised User on the Lano Platform during the Custom Demo Phase are to be regarded as confidential information and are to be protected by data protection provisions in accordance with Lano’s privacy policy.
7.4. The Custom Demo Phase has the duration individually agreed upon with the Authorised User. With regard to termination, Clause 2.9 applies accordingly.
7.5. After the expiration of the Custom Demo Phase, if the potential client represented by the Authorised User decides to proceed with using Lano’s services, the access to the Lano Platform automatically transitions into the regular use of the Platform Services under the terms of these Lano Platform Terms, and any information, data and documentation shared by the Authorised User are retained. It is therefore not necessary to conclude these Terms again. After the expiration of the Custom Demo Phase, if the potential client represented by the Authorised User decides not to proceed with using Lano’s services, the access to Lano Platform is immediately suspended and any information, data and documentation shared by the Authorised User are immediately deleted.