Terms and Conditions

Terms and Conditions for Entrepreneurs

the IoT platform Inamata
of
Silent Wind GmbH
Gallitzinstr. 4a
48167 Münster

Preamble
§ 1 Scope of application, definition
§ 2 Registration
§ 3 Obligations of the User
§ 4 System Integrity
§ 5 Rights of Use
§ 6 User Services
§ 7 Rights of Third Parties
§ 8 Blocking
§ 9 Price, Payments and Due Date
§ 10 Responsibility for content, liability
§ 11 Term and Termination
§ 12 Open Source
§ 13 Availability, service levels and troubleshooting
§ 14 Changes in Services
§ 15 Data protection; confidentiality
§ 16 Miscellaneous
§ 17 Supplementary Conditions for Service Contracts
§ 18 Changes to the Terms and Conditions

Preamble

English translation for reference purposes only. The contract language is German.

Inamata provides its users with an IoT platform in the form of a SaaS solution. This allows users to create IoT networks independently and, above all, quickly. The service includes the configuration and management of a fleet of Wi-Fi-connected microcontrollers, as well as their control to read sensors (CO2, temperature, pH measurements) and control actuators (LEDs, fans, pumps). The control can be done manually, with graphical control plans or via an API. The measured data is then stored by Inamata for a variable period of time and can be displayed via user-defined dashboards.

In addition, the open source firmware provided can be customized by users themselves. Inamata also offers an open source flasher desktop application with which the firmware and connection secrets can be uploaded to microcontrollers so that the microcontrollers can connect to the server.

A permanent free subscription is also offered with corresponding restrictions, which are specified in more detail under § 9.3 of these Terms and Conditions.
In addition, Inamata offers its users the following services:

Complete technical solutions
- Our team of experienced engineers works closely with users to understand their individual requirements and goals. To begin, Inamata conducts a comprehensive assessment of the user’s existing infrastructure, processes and issues.
- Based on these insights, Inamata develops an IoT solution based on our platform that seamlessly integrates with the user’s operations, increasing efficiency and driving innovation. Whether it’s optimizing maintenance processes, improving asset monitoring or improving the customer experience, our solutions are designed to deliver tangible results.
- In addition, our commitment to ongoing support and maintenance means that users and their customers can rely on IoT systems running smoothly and efficiently.

Customer-specific development
- With extensive expertise in IoT technology and software development, we can adapt our existing software solutions to the specific user needs. This includes the firmware, the Flasher and the web app.
- Whether it is developing custom APIs for data integration, creating intuitive user interfaces for remote monitoring and control, or supporting custom hardware peripherals, Inamata ensures that our software solutions are tailored precisely to the business needs of users and their customers.

Training Workshops
- Our training workshops provide users with a comprehensive understanding of the Inamata platform. Through detailed instructions and hands-on exercises, users gain insight into the platform’s features while learning best practices.
- In addition, these workshops go beyond purely technical training by empowering users to develop imaginative control plans tailored to their specific needs. With a focus on practical application and problem solving, our training workshops equip users with the skills and knowledge they need to use the Inamata platform to drive innovation and success in their organizations.

Customer-specific Device Development
- Through our collaboration with our hardware partner Iconic Devices, we offer custom device development services tailored to the individual needs of users and their customers. By leveraging Iconic Devices’ expertise in hardware engineering and our software integration skills, we can develop devices equipped with custom sensors and machine interfaces optimized to work with the Inamata platform.
- Whether developing specialized sensors to monitor specific environmental conditions or designing robust machine interfaces for precise control, our custom device development solutions ensure seamless interoperability and maximum efficiency, enabling users to deploy tailored IoT solutions that open up new opportunities for growth and innovation.
Brownfield-Migration
- Brownfield migration is a key service that Inamata offers to enable the seamless transition of existing IoT implementations to our Inamata platform. With our expertise in IoT integration and migration strategies, we ensure a smooth and efficient transfer of data, devices and workflows from legacy systems to our modern platform.
- Our approach includes a thorough assessment of the current infrastructure, identifying compatibility issues, and developing customized migration plans to minimize risks and avoid disruption. By leveraging our proven methodologies and best practices, we streamline the migration process and enable users to reap the benefits of our platform without sacrificing existing investments or jeopardizing business continuity.
- Whether upgrading legacy systems, improving scalability, or enhancing data analytics capabilities, our brownfield migration services enable organizations to effectively modernize their IoT implementations and unlock new levels of efficiency, insights, and innovation.

§ 1 Scope of application, definition

1.1

These terms and conditions apply to all legal relationships of Silent Wind GmbH, Gallitzinstr. 4a, 48167 Münster, hereinafter « Inamata », with entrepreneurs as registered users of the IoT platform https://www.inamata.io and all associated subpages (« platform »). These general terms and conditions will be included in business transactions with entrepreneurs for the ongoing business relationship upon registration. These general terms and conditions apply exclusively. The user’s general terms and conditions only apply to the extent that Inamata has expressly agreed to them in writing. In particular, the inclusion of general terms and conditions of a user that contradict these general terms and conditions is hereby objected to. These general terms and conditions also apply if Inamata provides the service to the user without reservation in the knowledge of conflicting or deviating conditions of the user.

1.2

An entrepreneur is a natural or legal person or a partnership with legal capacity that, when concluding a legal transaction, acts in the exercise of its commercial or independent professional activity, Section 14 Paragraph 1 of the German Civil Code (BGB). A partnership with legal capacity is a partnership that is endowed with the ability to acquire rights and incur liabilities, Section 14 Paragraph 2 of the German Civil Code (BGB).

1.3

The training workshops offered by Inamata serve solely to introduce the use of the platform. In this respect, it is not distance learning within the meaning of Section 1 of the FernUSG. In particular, there is no monitoring of learning success within the meaning of Section 1 Paragraph 1 No. 2 of the FernUSG. The training content is conveyed exclusively through the unilateral audiovisual provision of the training content by Inamata. The answering of questions from workshop participants about understanding by Inamata is an absolute exception and serves solely as a self-monitoring tool for users. Inamata does not carry out any oral or written monitoring of learning success.

§ 2 Registration

2.1

Registration as a user on the platform is done by opening a user account. Upon completion of the registration process, a fee-based user agreement is concluded between Inamata and the respective user, which regulates the legal relationships within the framework of platform use, including these General Terms and Conditions and any overriding individual regulations. To register on the platform, users must

click the “LOGIN” button;
provide all mandatory information requested;
verify the accuracy of this information;
at the end click on the button « Register »;
Agree to the terms and conditions by clicking the button “order with payment obligation”.

By clicking on the « order with payment » button, the user makes an offer to Inamata to conclude a contract for the use of the platform under the following contractual conditions. Inamata confirms receipt of the user’s offer by email to the contact address provided. The automatic confirmation email regarding the offer is not a declaration of acceptance. The declaration of acceptance by Inamata is made by means of a separate email with which Inamata provides the user with the platform. Only upon receipt of the declaration of acceptance does a user contract come into effect between Inanmata and the respective user, which regulates the legal relationships within the framework of the use of the platform. There is no entitlement to the conclusion of a user contract. Payment is processed via FastSpring, which acts as the merchant of record. By clicking on the « order with payment » button, FastSpring becomes the contractual partner for all payment-related transactions (more on this under § 9.2).

2.2

The use of the platform is only permitted to natural or legal persons with full legal capacity who are not consumers within the meaning of Section 13 of the German Civil Code (BGB).

2.3

The data requested during registration must be complete and correct. Registration requires the provision of a valid email address. Subsequent changes to user data must be corrected immediately by the user.

2.4

As part of the registration process, users are required to provide a user name and password. Users are required to carefully secure access to the user account and to keep the password secret at all times.

2.5

If there are indications that a user’s access is being misused, the user is obliged to inform Inamata immediately. Each user is liable for all activities carried out using their access and releases Inamata from any claims for damages from third parties, unless the user is not responsible for the misuse.

§ 3 Obligations of the User

3.1

The user must provide the following necessary and reasonable cooperation services over the entire term of the contract and provide the information, documents and data necessary for the provision of the service in a format suitable for further processing.

In particular, the user has to

appoint a qualified contact person and representative for the duration of the contract upon conclusion of the contract, who has all decision-making powers and authorizations necessary for the implementation of the contract;
use the platform in a system environment that meets/suits the minimum requirements. When using the web app, always ensure that the operating systems and browsers used are the most recent versions. Regarding the devices used (WiFi controller), a 2.4 GHz WiFi connection with Internet access is required;
keep the technical facilities necessary for the execution of the contract (e.g. power supply, internet connection, etc.) functional;
enable rapid and targeted communication.

3.2

If the customer does not provide the required cooperation, does not do so on time or does not do so in the agreed manner, he or she will be responsible for any additional costs and damages that may arise as a result. This includes in particular the costs of maintaining resources that have been scheduled for a specific time, provided that Inamata cannot use the resources for other purposes.

§ 4 System Integrity

4.1

Inamata may restrict access to its own services if the security of network operations and/or the maintenance of network integrity, in particular the avoidance of serious disruptions to the network, software or stored data, so require.

4.2

To ensure system integrity, the user is obliged to use the platform properly and to refrain from any use for abusive and/or illegal purposes; in particular, he must

not upload, store or make available to others any data, data collections, databases or software functionalities on the platform that contain malware or otherwise do not meet the technical requirements for using the platform or that infringe the industrial property rights or trade secrets of third parties;
use the Services in a manner that materially restricts or prevents other users from using the Services;
not to post any criminal, immoral, inflammatory, defamatory or otherwise illegal content on the platform and/or make it available to other users.

4.3

In the event of a violation of Section 4.1, Inamata is entitled to block inadmissible content or content objected to by third parties or to block the user account from further use until the matter has been clarified. In the event of significant breaches of duty, Inamata is entitled to terminate the user’s contract after setting an appropriate deadline.

Inamata already reserves the right to assert further claims against the user.

§ 5 Rights of Use

5.1

The software is not physically transferred to the user.

5.2

The user receives simple, i.e. non-transferable, rights limited to the duration of the contract to use the most current version of the software for the contractually agreed number of users by accessing the software via the browser in accordance with the contractual provisions.

5.3

The user may only use the software within the scope of his own business activities by his own personnel. In particular, any further use of the software by the user is not permitted.

5.4

The right to use the user data is limited to the term of the contract; the use of the changes and improvements to the platform achieved thereby, as well as other results, as long as they do not affect the user’s business secrets, is not subject to a time limit. To the extent that Inamata creates intellectual property through the use of the data mentioned in Section 5.2 S.1, the user does not acquire any rights to it.

§ 6 User Services

6.1

Users are generally permitted to offer services to other users via the platform. In this case, the user offering the service is solely responsible for this service. The user offering the service must ensure that the legal transactions carried out via such a user service are handled independently between those involved. This applies in particular – but not exclusively – to the areas of customer support, implementation and integration and billing.

6.2

The user offering the service undertakes to comply with all applicable legal regulations and the specifications made by Inamata regarding data formats and IT security. These specifications can be set out in specific documents or guidelines to which the user has access. Inamata assumes no liability for legal transactions concluded between users within the framework of the services offered. All legal and contractual obligations arising from these transactions lie solely with the users involved. In particular, the responsibility for defining and complying with service level agreements lies exclusively with the user vis-à-vis its end customers. Inamata assumes no responsibility for service level agreements that the user agrees with its end customers.

§ 7 Rights of Third Parties

7.1

The user assures that he is free to dispose of the data he uses when using the platform and that this data is free from third-party rights. The user undertakes to indemnify Inamata against all damages, reasonable costs, expenses, etc. that a third party claims against Inamata based on, for example, patent, copyright, ancillary copyright or property rights in connection with the contractual use of the data provided.

7.2

With regard to any legal fees incurred, the costs incurred based on the amount of work involved are deemed reasonable – in addition to the statutory provisions of the RVG. Inamata must immediately inform users in writing of any claim or threatened claim against Inamata. Inamata assumes sole control over the defense and all negotiations for settlement or compromise with respect to such a claim, but will endeavor to involve users in the defense and/or negotiations at its own discretion and to coordinate these with users. Inamata is entitled to make concessions in such matters without the prior written consent of users, as long as Inamata informs users of all planned steps in advance.

7.3

Should further questions arise from the infringement of third-party intellectual property rights beyond those set out above, the contracting parties will agree on how to deal with these questions, taking into account the interests of both parties.

§ 8 Blocking

8.1

If there are concrete indications that a user is violating legal provisions, the rights of third parties or these General Terms and Conditions of Use, or if Inamata has another legitimate interest in doing so (e.g. protecting other users), Inamata is permitted to temporarily, partially or permanently block the account of the respective user.

8.2

Inamata may permanently block a user’s account in particular if the user causes significant harm to other users or third parties, provides false contact details during registration or if there is another important reason.

§ 9 Price, Payment and Due Date

9.1

The monthly price for using the platform per controller is calculated using the following formula:

Controller base price + data storage period (2 weeks, 1 / 3 / 5 years + 1 month) + maximum data rate (every 15 min., every min. every 5 s on average over 30 min.)

9.2

The user can take out a subscription under the conditions shown in the web application. Payment services are provided to users exclusively via the payment provider FastSpring. FastSpring is an authorized reseller (merchant of record) of software, digital products and services. In this role, FastSpring is responsible for processing the transactions. The individual framework conditions of the provider FastSpring are based on the applicable terms of sale for buyers of FastSpring, which can be viewed here. FastSpring processes all payments independently and on its own responsibility and assumes the associated obligations, such as in particular the collection of sales tax and compliance with PCI regulations.

9.3

There is also the option for users to take out a free subscription. For users of the free subscription, the offer is limited to the following functions:

max. 5 Controller
max. 1 user per organization
1 data point per minute
a storage period of the data points of max. 2 weeks
1 activate Control Plan

For free accounts, the storage period is limited to 2 weeks.

§ 10 Responsibility for content, liability

10.1

Inamata is liable for grossly negligent and intentional breaches of duty, as well as for damages caused by simple negligence resulting from injury to life, body and health. In relation to entrepreneurs, liability for non-intentional acts is limited to the damage typically foreseeable at the time the contract was concluded.

10.2

In the case of slight negligence, Inamata is only liable for the breach of essential contractual obligations and is limited to the damage foreseeable at the time the contract was concluded. This limitation does not apply to injury to life, body or health. Inamata is not liable for other damage caused by slight negligence. The liability for slight negligence is also limited to the damage foreseeable at the time the contract was concluded and which must typically be expected to occur. This limitation of liability also applies to our vicarious agents. Any liability due to pre-contractual negligence (c.i.c.) or under the Product Liability Act remains unaffected.

10.3

Irrespective of any fault on the part of Inamata, any liability remains in place in the event of fraudulent concealment of a defect or the assumption of a guarantee by Inamata.

10.4

Inamata’s liability for the loss of data is excluded in cases where the damage is due to the user’s negligent failure to comply with his or her own obligation to back up data and therefore the data cannot be restored with reasonable effort.

§ 11 Term and Termination

11.1

With acceptance of the contract offer by Inamata in accordance with Section 2, the paid contractual relationship begins and is concluded for an indefinite period.

11.2

The contractual relationship can be terminated without giving reasons subject to a notice period of 30 days at the end of each month.

11.3

The right of each contracting party to terminate the contract without notice for good cause remains unaffected. Good cause exists if the terminating party cannot reasonably be expected to continue the contractual relationship until the agreed termination or until the expiry of a notice period, taking into account all the circumstances of the individual case and balancing the interests of both parties.

11.4

A good cause for a party exists in particular if

if the other party becomes insolvent or ceases to carry on business;
if the user fails to make payments due despite reminders and grace periods or violates the contractual provisions regarding the use of the platform.

Except in the case of insolvency or cessation of business, termination without notice requires that the other party is warned in writing and requested to eliminate the alleged reason for termination without notice within a reasonable period of time.

11.5

When the contract is terminated, the user can export the content processed using the platform up to one month after the termination takes effect. After this point, Inamata will completely delete the corresponding user account. The user must continue to pay the fee until the aforementioned point in time, whereby any support activities by Inamata will only be carried out after consultation and in return for separate remuneration.

§ 12 Open Source

12.1

The software provided by Inamata contains open source software components, the use of which is subject exclusively to the corresponding terms of use of the open source software components.

12.2

Inamata provides no warranty or liability for the quality, security, functionality or suitability of the open source software for a specific purpose. The user expressly accepts that the use of the open source software is at his own risk. Inamata assumes that the use of open source software may entail certain risks, including security gaps and compatibility problems. Inamata undertakes to implement appropriate security measures to minimize these risks and regularly informs the user about known security problems or vulnerabilities on the platform. The user is therefore obliged to regularly inform himself about the risks mentioned at the appropriate point.

12.3

The User agrees to explicitly list and document all changes to the source code of the open source software used in the Platform in accordance with the requirements of the Apache 2.0 License and to provide all relevant license information.

12.4

No agreement in the contract concluded between the parties affects the rights or obligations of the user under the corresponding terms of use of the open source software components. In the event of contradictions or conflicting provisions between the license terms of the open source software and the provisions of this contract, the license terms of the open source software shall prevail.

12.5

Inamata reserves the right to change or update the source code of the open source software as part of updates or upgrades to the platform. The user is obliged to accept and implement such changes in order to ensure the compatibility and security of the platform.

§ 13 Availability, service levels and troubleshooting

13.1

Inamata strives for a high availability of the platform. The platform is provided with an availability of at least 99.5% per month, measured on a monthly basis (hereinafter « availability »). The availability quota clause mentioned in Section 12 Paragraph 1 Sentence 1 serves to ensure an appropriate availability of the platform, but Inamata does not guarantee absolute availability of the platform.

13.2

Availability is defined as the customer’s ability to use all of the platform’s main functions. Maintenance times and times of disruptions subject to the time required to resolve them are considered times of platform availability. Times of insignificant disruptions are not taken into account when calculating availability. The provider’s measuring instruments in the data center are decisive for proving availability.

13.3

The user must report any disruptions immediately to the following contact details:

Silent Wind GmbH
Gallitzinstr. 4a
48167 Münster
Tel.: +49 157 31806979
E-Mail: info@inamata.io

Fault reporting and repair is guaranteed Monday to Friday (excluding national holidays) between 9:00 a.m. and 5:00 p.m. (service hours).

13.4

Inamata will resolve serious disruptions that make it impossible to use the platform as a whole or a main function of the platform, even outside of service hours, within two hours of receiving the report of the disruption – provided the report is made during service hours (resolution time). If it is foreseeable that the disruption cannot be resolved within this time period, Inamata will inform the user of this immediately and indicate that the time period will likely be exceeded.

13.5

Other significant disruptions (main or secondary functions of the platform are disrupted but can still be used; or other not insignificant disruptions) will be resolved within 12 hours at the latest during service hours (resolution time).

The elimination of minor disturbances is at Inamatas’ discretion.

§ 14 Changes in Services

14.1

Inamata is entitled to change the contractually agreed services within the scope of what is reasonable for the customer. Reasons for a change in service include in particular:

The agreed services no longer correspond to the current state of the art, the security regulations or the data protection requirements or if their operability can no longer be guaranteed.
Changes to third-party products included in the service for which Inamata is not responsible.
Changes in legal or regulatory requirements that make a service adjustment necessary.
Any other legitimate interest in changing the service by Inamata.

14.2

Changes to services in accordance with Section 13.1 will be communicated to the user in writing or in text form at least two months before they come into effect. The user can terminate the service affected by the change in service in writing or in text form within one month of the announcement of the change in service and its entry into force.

14.3

Termination must be made in writing and clearly state the date of termination. This termination clause does not affect other contractual or statutory termination rights.

§ 15 Data protection; confidentiality

15.1

The parties will comply with the applicable data protection regulations applicable to them.

15.2

The user undertakes to maintain confidentiality regarding all confidential information (including business secrets) that he learns in connection with the performance of the contract and its implementation and not to disclose it to third parties, pass it on or use it in any other way. Confidential information is information that is marked as confidential or whose confidentiality arises from the circumstances, regardless of whether it was communicated in written, electronic, physical or oral form. The confidentiality obligation does not apply if the user is required to disclose the confidential information by law or due to a final or legally binding decision by an authority or court. The user undertakes to agree with all employees and subcontractors on an arrangement that is identical to the above paragraph.

§ 16 Miscellaneous

16.1

All contracts concluded with Inamata within the meaning of Section 1 are subject exclusively to the law of the Federal Republic of Germany, expressly excluding the United Nations Convention on Contracts for the International Sale of Goods. The contract language is German.

16.2

The place of jurisdiction for all current and future claims arising from the business relationship with entrepreneurs, including bills of exchange and check claims, is the registered office of Inamata.

16.3

In business transactions with companies, the common place of performance of the parties is the registered office of Inamata.

16.4

Notifications and declarations to Inamata must be made in text form. Contractual agreements or declarations made by the user remain unaffected by this regulation.

16.5

Should individual provisions of this contract be or become invalid or unenforceable in whole or in part, this shall not affect the validity of the remaining provisions of this contract. In place of the invalid or unenforceable provision, the parties shall agree on a valid and effective provision that is as close as possible in legal and economic terms to this provision and that they would have reasonably agreed upon if they had considered the invalidity or unenforceability of the respective provision when concluding this contract. The same applies in the event of a regulatory gap.

§ 17 Supplementary Conditions for Service Contracts

The following additional provisions apply to consulting services provided by Inamata (service contract):

17.1 General provisions

17.1.1

Inamata and the authorized service provider work together in a spirit of trust. They inform each other immediately if there are deviations from the agreed procedure or if there are doubts about the correctness of the procedure.

17.1.2

Inamata provides the consulting services with the greatest possible care and conscientiousness in accordance with the latest proven technology. Inamata takes into account, after consultation and if appropriate in the individual case, general process descriptions and industry standards (e.g. ITIL, DIN) as well as, if applicable, specific provisions, methods and application practices of the authorized service provider.

17.1.3

If the person entitled to the service realises that the information and requests he has provided are incorrect, incomplete, unclear or not feasible, he must immediately inform Inamata of this and of the consequences he can foresee.

17.1.4

The authorized person appoints a contact person and a deputy who is responsible for the implementation of the contractual relationship on behalf of the client. If no person is named, the person with whom the consultant has concluded the contract or order is deemed to be authorized to make and receive declarations within the scope of his or her power of representation.

17.1.5

Changes, additions or extensions to the offer, the order, the scope/content of the service, the task, the procedure and the type of work results must be made in writing. Inamata will take the request for changes from the service provider into account, provided that this is reasonable within the scope of its operational capacities, in particular with regard to the effort and time planning. The service provider must bear the additional costs incurred as a result.

17.1.6

Events of force majeure that make the service significantly more difficult or temporarily impossible, or hindrances due to a lack of cooperation on the part of the service recipient, entitle Inamata to postpone the performance of the service for the duration of the hindrance and a reasonable start-up time. Industrial action and similar circumstances are equivalent to force majeure, provided they are unforeseeable and serious. The parties shall notify each other immediately of the occurrence of such circumstances.

17.2 Remuneration

17.2.1

The remuneration for the consultancy services is based on the time required. The consultant’s current fee rates apply, unless otherwise agreed between the parties. The consultancy fee is charged for each hour or part thereof.

17.2.2

If no agreement has been reached between the contracting parties regarding the fee for a service which, under the circumstances, the service recipient could only expect to be provided in return for a fee, the service recipient must pay the usual fee for this service in the amount of the usual fee rates.

17.2.3

The remuneration is due for payment 10 days after receipt of a proper and verifiable invoice.

17.2 Obligations of the authorized person to cooperate

17.3.1

The person entitled to the service must support Inamata’s advisory services through appropriate cooperation. In particular, he will provide Inamata with the information and data required for this purpose.

17.3.2

If the service recipient fails to comply with his or her duty to cooperate and Inamata is therefore unable to complete its consulting services in whole or in part within the agreed time, the agreed period shall be extended accordingly.

§ 18 Changes to the Terms and Conditions

If Inamata intends to change and/or supplement these terms and conditions or individual provisions thereof, Inamata will expressly inform users of the new version and make the amended text available to them. Users have the right to object to such changes. In this case, the user relationship will continue in the previous scope of services under the existing terms of use. If this is not technically possible, Inamata is entitled to terminate the user relationship with users and prohibit further use of the platform. The users’ statutory warranty rights remain unaffected.

Last updated: 03.06.2024

Provider:
Silent Wind GmbH
Gallitzinstr. 4a
48167 Münster

Commercial Register: HRB 18345
Registration Court: Münster District Court

Represented by:
Ralph Ulmer
Moritz Ulmer

Contact
Telephone: +49 157 31806979
Email: info@inamata.io

Terms and Conditions