Terms of Service
Last Updated: December 21st, 2019
Welcome to FLUICS CONNECT
FLUICS CONNECT is an inventory management system that lets you quickly label, find, and track your stuff so you can stress less and get your work done. The system branded as “FLUICS CONNECT” includes a productivity app (i.e., a mobile application or browser supported application for desktop computers), a cloud-connected printer, and printer supplies. It is a more intuitive (less maddening) way for research labs and companies to keep track of their stuff.
1. Subject matter
This Agreement regulates all relations between
(referred to hereafter as: “FLUICS” or “the Provider”) and the customer regarding the use of the FLUICS CONNECT software services and the cloud printer, and printer supplies. Software services include the apps which are currently available for download through the Google’s Play Store and the Apple’s App Store or under the URLs www.fluics.com, www.fluics.de, www.fcs.re.
FLUICS CONNECT is an inventory management system developed and distributed by FLUICS GmbH. It is designed for people to quickly, easily and always label, find and track their stuff. FLUICS CONNECT allows for labeling inventory objects such as materials, samples, reagents, items, and locations with printed labels. Object-related information can be shared with other people in a shared workspace. Furthermore, the data can be downloaded by paying users.
As a registered user the customer can create a “Free workspaces” without charge or an “PRO workspaces” with charge. FLUICS provides the user with digital storage capacity according to sec. 4. The user can save, edit and retrieve data from the Provider’s server.
The user can invite other persons or groups of persons, both private or public, to share the workspace.
2. Concluding of the Agreement
All offers of the Provider are subject to change and are non-binding.
In the case of orders placed over the telephone, through the online store or using any other method, the contract for the purchase or rent of devices shall only come into effect when the Provider accepts the order and sends a separate email to that effect to the Customer (order confirmation).
Irrespective of whether the contract has been accepted by sending an order confirmation by email, a binding contract shall come into effect at the latest upon delivery of the devices.
Where the devices of the Provider are purchased or rented through third parties, the contract between the Customer and the Provider shall only come into effect when the Customer registers with the Provider using one of the apps of the Provider.
The creation of an account is deemed an offer to conclude a legally binding user contract. After registration FLUICS will send out a confirmatory e-mail.
A valid e-mail-address is required for the registration of a FREE workspace. For a PRO workspace the user will have to provide name, surname and billing address. Correct statement of name, company affiliation and address are required to provide a documentation ensuring intellectual property rights protection.
3. General obligations of the Customer
The Customer hereby warrants that the information provided to the Provider at the time of the registration or placing the order is accurate and complete. The Customer undertakes to inform the Provider immediately of any changes to the data provided and to reconfirm their accuracy and completeness upon request of the Provider within 15 days of the date of receipt. This concerns, in particular, the name, postal address, email address and telephone number and where applicable, the fax number or legal form of the Customer and details of the selected payment method.
4. Obligations of the Provider
All servers of FLUICS are based in Germany and are subject to the German/European data security law. The user agrees to the processing of their data provided to FLUICS in Germany/Europe. FLUICS saves the user’s inventory data data but does not access the data at any time, unless the user agrees by written consent.
When the upload is completed and the data or files are fully saved, they are retrievable within the account of the user and downloadable upon request.
The Provider ensures that the user has access to their saved data. For this, FLUICS sends a PIN to the user’s e-mail address. The user can log into their account by entering email address and PIN. For safety reasons the PIN is only valid for 5 minutes.
If the customer opts for FREE workspace, FLUICS provides memory capacity to the amount of 1 GB to save user’s data. Furthermore the user of the FREE workspace can register 500 items and locations and participate in three workspaces of up to three members each. Currently only a valid e-mail address and a PIN are required to create a free account. Correct statement of name, company affiliation and address are required to provide a documentation ensuring intellectual property rights protection.
If the customer opts for a PRO workspace, FLUICS provides everything from the FREE workspace plus hardware (cloud printer and printer consumables) and registration of unlimited items and locations in this PRO workspace.
The customer can choose from different billing plans which include either 1000 or unlimited (FLAT RATE) label prints per billing period. In case of of the FLAT RATE contract, the Provider will send the Customer refill labels of 1000 labels per shipment as soon as needed. The default software memory capacity to save user’s data is limited to the amount of 25 GB per PRO workspace. Uploaded data will be available until the user deletes the data from their account or the contract of the PRO workspace upgrade terminates. The specification of the provider’s obligation can be reviewed on the pricing page. The Provider’s obligations are subject to change. If these changes cause the reduction of functions, the PRO workspace users are eligible to special termination rights.
5. User obligations
The user will inform the Provider when detecting any malfunction.
The user is not entitled to offer their access data to third parties.
The user is obliged to handle their access data with care and to prevent usage of access data by third parties.
The user assures not to save or publish any content of which the reproduction or usage could impinge upon applicable law or the rights of others. The user assures to dispose of the relevant rights (in particular copyright, trademark and obligation rights). It is strictly prohibited to save or publish any material that may be considered pornographic, discriminating, racist, derogatory, detractive or anti-competitive. The user agrees not to save data or to disclose it to other members or the public which violates youth protection or criminal law.
The user is not allowed to access FLUICS CONNECT or parts of FLUICS CONNECT by using automatic processes, unless obtaining a previous permission to do so.
An account may only be used by one single person. Multiple people are not allowed to use the account mutually or to use one single account. This serves intellectual property protection and is essential to identify the relevant originator.
The user is solely responsible for content and integrity of the data saved on FLUICS CONNECT. The Provider has no influence on the user’s data, neither on correctness nor on legality or the like.
The user agrees not to publish any personal data of third parties in a workspace or on the publication platform without a written permission.
The user is obliged to indemnify the Provider for any liability whatsoever which originates from the unlawfulness of content saved on the user’s account or made public by the user. This includes the obligation to indemnify the Provider for all legal expenses.
Users of FLUICS CONNECT who represent other persons, workspaces or institutions declare that they act with permission of these persons, workspaces or institutions.
The software is currently accessible for Android mobile devices through the Google Play store and iOS mobile devices at the Apple’s App Store and the browser-based version will be accessible through the website fluics.com (planned)
6. Payments (PRO workspace)
The user is obliged to pay a charge to FLUICS for the provision of the PRO workspace. Charges are listed on the pricing page.
As a general rule, invoices shall be sent to customers by email. The invoice amount shall be payable no later than 30 days after receipt of the invoice.
The charge is due at the time of conclusion of the contract respectively at the time of extension of the contract. The payment is to be made at the beginning of the contract period contractually agreed on (monthly, annually). The payment is to be made via the contractually agreed method of payment.
If the Customer falls into arrears, the Provider shall be entitled to charge a reminder fee per reminder.
The final charge, including all taxes, will be displayed before the order is made. The amount of VAT, which may be added to the charge, is 19% of the total billing amount and will be added depending on the location and legal entity of the purchaser. According to the European Union Council Directive 2006/112/EC, 19% VAT will be added if the purchaser
1. is from Germany
2. is from within the European Union and does not have a European VAT ID.
The purchaser has to compensate all additional costs which may arise (including shipping and customs clearance).
7. Delivery and retention of title
Deliveries shall take place to delivery addresses indicated in the order confirmation.
It is the responsibility of the Customer to ensure that the goods can be delivered during normal business hours. Delivery inside Germany usually takes place within four weeks of acceptance of the Customer’s offer to conclude a contract. Delivery to other countries may take longer due to shipping and customs regulations.
In cases of force majeure, the delivery period shall be extended accordingly. Events that qualify as force majeure shall include but are not limited to strike, lockout, interference by public authorities, energy and raw material shortages, transport disruptions, operational disruptions beyond our control – e.g. caused by fire, water, machinery failure or lightning strike – and any other disruptions that could not have been reasonably foreseen or caused by the culpable conduct of the Provider. Start and end time of the disruption to delivery shall be communicated promptly by the Provider.
If delivery is delayed by more than four weeks after payment, the Customer has the right to rescind the contract. In addition, in this case, the Provider will also be entitled to rescind the contract. At the same time, the Provider will promptly refund any payments already made by the Customer.
The Provider reserves the right to withdraw from the contract after three failed delivery attempts where the Customer was at fault. In this case, any payments already made by the Customer will be promptly refunded by the Provider.
Where devices are delivered with obvious damage to the packaging or the content, the Customer shall, without prejudice to their warranty rights, notify the Provider no later than two weeks after receiving the devices, enabling the Provider to file a claim for transport damage against the responsible logistics company. Where the Customer is a business for whom the contract forms part of his commercial trade, Article 377 of the German Commercial Code (HGB) shall apply.
In principle, the costs for returning the goods shall be borne by the Customer.
Where the Customer purchases the devices, the Provider shall retain title them until they have been paid for in full.
Where the Customer rents the devices, they shall remain the property of the Provider. After termination of the contractual relationship, the Customer must return the devices to the Provider at their own expense and at their risk.
8. Right of withdrawal
Where a Customer enters into a contract with the Provider as a consumer, and the Customer and Provider make exclusive use of one or more means of distance communication in contract negotiations up to and including the time at which the contract is concluded (e.g. by placing the order through the online store of the Provider or using telephone or email), the Customer is generally entitled to withdraw from the contract.
The withdrawal period in the case of delivery of devices shall be 14 days from the date on which the Customer or a named third party, other than the carrier, have taken possession of the goods. If the order includes several devices, which will be delivered separately, the withdrawal period shall be fourteen days from the date on which the Customer or a third party nominated by the Customer, other than the carrier, have taken possession of the last device.
The Provider shall only bear the cost of returning the goods if the Customer uses the return label provided by the Provider. The return costs will not be refunded for any other type of return. The Provider shall not be under any obligation to provide a return label.
9. Discretionary returns
If a 30-day money-back guarantee has been agreed upon, the Customer may withdraw from the contract by notifying the Provider of his intent to return the goods under this discretionary return policy within 30 days of receipt of the devices (the period starts on the day of delivery).
The acceptance of a discretionary return and the refund of any payments already made shall be conditional on the devices being sent back in full, undamaged, intact and in their original condition and packaging except for printer supplies that have been used such as printed labels. If the returned device is damaged or incomplete, the Provider reserves the right to refuse to refund the purchase price or to reduce the repayment amount.
There is no entitlement to reimbursement of shipping or return shipping costs under this discretionary return and refund policy.
The statutory terms and conditions for the right of withdrawal shall apply exclusively until the end of the withdrawal period.
The (discretionary) return policy shall be without prejudice to any statutory warranty rights, which apply without limitation.
10. Installation & technical requirements
In order to use the full range of functions offered by the applications of the Provider, a working, always-on internet connection must be available at the place of installation via a local area network (LAN). In order to use all the features of the mobile applications, a mobile data connection (WiFi or mobile internet) is required. The availability and functioning of the internet connection shall be the sole responsibility of the Customer.
The installation and the removal of the devices of the Provider at the beginning and at the end of the contractual relationship is not in general within the scope of services to be rendered under the contract.
11. Rights to use
The Provider is granted a non-transferable, worldwide, non-exclusive right for the duration of the contract to make the data saved on the servers available to third parties via the internet within the limits set up by the user. This includes the right to duplicate and to transmit data for the purpose of data protection.
The liability under the provisions of the German Product Liability Act shall remain unaffected.
In addition, the Provider shall not be liable for damage to devices of third parties connected to the terminals of the Provider.
The Provider shall not be liable for damage caused by improper installation, use, treatment, operation, refilling of supplies or storage. If the Customer rents the devices from the Provider, and the device sustains a damage attributable to the Customer, the Provider shall be entitled to charge the replacement devices at a price applicable when the contract was concluded.
Furthermore, the Provider shall not accept any liability for the limitation or denial of discretionary warranty services provided by third parties due to the use of the devices of the Provider. This shall be without prejudice to warranty claims against third parties, which must be pursued against the relevant third party.
As readability, especially for long-term storage, of labels is subject to the correct application of the labels (e.g. dry, clean surfaces and room temperature) and proper handling (e.g. avoiding mechanical abrasion or exposure to other than the explicitly indicated chemicals or solvents) are driven by a variety of factors, which are beyond the sphere of influence of the Provider, any liability of the Provider for loss of samples shall be excluded.
FLUICS is not liable for the server’s connections, nor for blackouts and for failures of servers which don’t belong to the Provider’s sphere of influence.
FLUICS will do everything possible to protect data against unauthorized access or damage. Nevertheless the liability is limited/no compensation in the case of intrusion, deletion, etc.
FLUICS indicates that the functionality of the platform can be interrupted temporarily because of evaluation, overhaul, update and installation of new functions.
FLUICS reserves the right to add or remove single functions of the platform. The users will be informed on fluics.com.
PRO workspace liability: The pre-contractual, contractual and non-contractual liability of FLUICS is limited to cases of intent and gross negligence. The limitations of liability shall also apply where FLUICS is vicariously responsible for its employees and agents. FLUICS shall also be liable for relating to fatalities, injuries and impairment of health for which the liability may not be excluded. Liability of FLUICS under the German Product Liability Act (Produkthaftungsgesetz) may also not be excluded.
Limited liability: in cases of ordinary negligence FLUICS’ liability shall be limited to
1. the breach of contractual obligations which are Cardinal Obligations. Cardinal Obligations are those obligations for which due fulfillment is essential to the proper implementation of the contract as a whole, and the contractual partner may depend upon their fulfillment.
2. the amount of losses which were generally foreseeable at the moment of conclusion of contract.
The limitations of liability shall also apply where FLUICS is vicariously responsible for its employees and agents.
FLUICS does not assume any responsibility for the content of external websites and for content which is provided by users or partners of FLUICS.
The statutory warranty regulations apply.
For purchased devices, the warranty is limited to two years. If the devices have been purchased for a commercial or independent professional activity, the warranty is limited to one year.
Rented devices are covered by warranty for the entire duration of the lease.
Defects of the supplied memory capacity shall be remediated according to the German warranty rights (§§ 536 pp. BGB).
14. Deletion and blocking of content/account
The user can delete their saved data at any time.
If a workspace is changed from “PRO” to “FREE” the saved data will be deleted within 30 days without further notice until the maximum memory capacity of 1 GB is reached. Older files will be deleted first. The user is personally responsible to save or extract their data in time.
After termination of the contract all data which has been saved by the user will be deleted. The user is personally responsible to save or extract their data at the moment of termination of the contract.
The Provider can block or delete saved user’s data if there is reason to believe that the content of the data violates the user’s obligations (4).
The Provider binds himself not to forward or utilize in any way data which was obtained in preparation or execution of the contract, in particular the inventory data of the user. The Provider holds any of this information in strict confidence. This also applies towards third party, employees of the Provider and unauthorized users, unless it is necessary to fulfill the contract. In case of doubt the Provider has to ask for the user’s permission.
The Provider agrees to implement identical provisions for all employees involved in the execution of this contract.
16. Contract duration
This agreement is in effect from the moment the user creates an account, i.e. their login information is registered. The parties may terminate this agreement at their convenience with due regard to the cancellation period when using the PRO workspace. Termination may be issued in writing to FLUICS GmbH, Fürstenstr. 15, 80333 München, Germany or via e-mail to firstname.lastname@example.org.
If the customer creates a FREE workspace the contract runs for indefinite time and can be terminated for any or no reason at their convenience with no further notice.
When a PRO workspace is registered, the user can choose between a basic contract duration of one month or one year. After the expiry of this basic contract duration the contract automatically extends for another period of time of the basic contract duration chosen by the user, unless the contract is terminated in written form until the 15th of the previous month. After the termination of the PRO workspace contract, it will be automatically transferred to a FREE workspace.
After termination of the contract the user has 30 days to extract their data.
In addition each party’s right to terminate this agreement for a good cause remains unaffected. A good cause for termination of the agreement by FLUICS shall particularly include a serious breach of the obligations arising from this agreement in sec. 4 by the customer or a sustainable default in payment of the customer (sec. 5). If the user defaults in payment, the Provider can transfer the PRO workspace to a FREE workspace instead of termination.
17. Final provisions
These Terms of Service may be modified by FLUICS at any time. FLUICS will inform the customer via email to the registered e-mail address of the user.
If any provision of this agreement is or later becomes invalid, or contains omissions, the validity of the other provisions shall remain unaffected.
This agreement, together with any documents referred to in it, or expressed to be entered into in connection with it, constitutes the whole agreement between the parties concerning the subject matter of This Agreement. It applies for all business relations between the parties also in the future, even if not explicitly agreed. The Provider disagrees explicitly to the inclusion of contrary customer’s terms of service.
This Agreement (and any dispute, controversy, proceedings or claim of whatever nature arising out of or in any way relating to this Agreement or its formation) shall be governed by material German law. The UN Convention on Contracts for the International Sale of Goods (CISG) shall not apply.
Munich, Germany, shall be agreed upon as the place of jurisdiction for all claims and legal proceedings.