United Signals
Software Solutions for Digital Workflows & Business Control Centers — Terms of Use
UNITED SIGNALS GmbH, Kennedyallee 93, 60596 Frankfurt am Main, Germany (hereinafter „UNITED SIGNALS") develops and operates a Workflow Tool including a Business Control Center, which provides paperless functionalities in the area of onboarding, contract management, the identification of persons by a third party and other use cases. The Workflow Tool and the Business Control Center enable companies to have individualized and professional contact with potential End Customers and support the internal administration and processing of processes by employees.
End Customers of Licensee may enter into contractual relationships with Licensee via the Tool. UNITED SIGNALS shall in no case become a contractual partner of the End Customers and shall not become a party to contracts between Licensee and its End Customers. Against this background, UNITED SIGNALS grants Licensee the use of the Workflow Tool and the Business Control Center on the basis of this Agreement.
(1) Workflow Tool means a software tool created by UNITED SIGNALS, which can be accessed online by Licensee and its End Customers and interested parties and through which Licensee can obtain data and fill out forms and conclude contracts in a paperless manner. The Tool is hosted by UNITED SIGNALS, unless a separate agreement expressly provides for hosting by Licensee, and can be integrated into Licensee's Internet Presence by means of a link. Licensee alone is the provider of the services available to End Customers via the Tool. The Workflow Tool can be purchased either with Manager Function or with manager and additional Editor Function.
(2) Manager Function enables Licensee to access workflows and the Business Control Center in accordance with the contractual terms of use. It does not give Licensee access to the Editor platform (development platform).
(3) Editor Function enables Licensee to access the Editor platform (development platform) of the Workflow Tool in order to create and edit workflows itself.
(4) Business Control Center means a software tool created by UNITED SIGNALS, which Licensee can access online with password protection and via which the customer data and contracts entered in, for example, the Workflow Tool can be viewed and validated using predefined functionalities. It is hosted by UNITED SIGNALS.
(5) End Customers means persons who, as customers or potential future customers of Licensee, can access Licensee's Internet Presence and workflows of the booked Workflow Tool. Contractual relationships between End Customers and UNITED SIGNALS are not established through the use of the booked Tools and this Agreement.
(6) Internet Presence means Internet pages operated and made publicly accessible by Licensee or a third-party user and that link to the booked Tools. Licensee acts as a service provider to third parties.
(7) Platform means the servers provided by UNITED SIGNALS, including output routers, on which the booked Tools are hosted. The Platform and the Tools are considered technology carriers for Licensee's offers.
(8) Tool(s) means, together or individually, the Workflow Tool and the Business Control Center.
The following exhibits are attached to this Agreement upon signature and form an integral part of the Agreement:
Depending on the sector to which Licensee belongs, the Parties shall include an addendum to provide for sector-specific regulatory requirements as Exhibit 4. In the event of conflicts between the provisions of this Agreement and the exhibits, the provisions of the respective exhibit shall take precedence insofar as its subject matter is affected.
(1) The subject matter of this Agreement is the making available of the Tools hosted on the Platform by UNITED SIGNALS for the purposes of Licensee in accordance with the provisions of this Agreement (hereinafter „Services").
(2) The subject of the Services are the respective current versions of the Tools. Licensee has no claim to the use of a specific version. UNITED SIGNALS may change the Tools and the Platform Systems in the course of improvements, further developments, bug fixing and extensions at its own discretion, provided that such changes are not to Licensee's unreasonable disadvantage.
(3) Only Licensee shall be the provider of the Internet Presence operated by it. Under no circumstances will UNITED SIGNALS act as a platform or service provider to End Customers or other third parties.
(4) This Agreement does not establish any legal relationship between the End Customer and UNITED SIGNALS (no contract in favor of third parties).
(5) Conflicting or additional contractual conditions of Licensee shall only apply if UNITED SIGNALS expressly confirms their validity in writing.
(6) UNITED SIGNALS offers Services exclusively to entrepreneurs within the meaning of § 14 BGB (German Civil Code).
(1) A contract is concluded when an order is placed via the UNITED SIGNALS web portal in accordance with paragraph (2), otherwise by acceptance of the offer submitted to Licensee, but at the latest by the making available of the access data to the Services (hereinafter „Individual Contract").
(2) If Licensee purchases Services via the web portal, the following provisions apply:
(3) If these GTC and an Individual Contract contain different provisions on the same subject matter, the provision in the Individual Contract shall take precedence.
(1) The features of the Workflow Tool and the Business Control Center in the version current at the time of conclusion of the Agreement are set out in the service description in Exhibits 1 and 2. UNITED SIGNALS shall notify Licensee of any changes made in the course of further product development.
(2) UNITED SIGNALS reserves the right to restrict or refuse the use of the booked Tools by certain third-party users if it has reasonable grounds to suspect a violation of applicable law. However, UNITED SIGNALS is expressly not obliged to carry out any examination in this respect.
(3) Availability of the Platform: a. Maintenance is carried out at weekends from Friday 10 p.m. to Sunday 11 p.m. CET (maintenance window), during which the Platform may be temporarily unavailable. b. UNITED SIGNALS makes the Platform available with an availability of at least 98 % per calendar month (maintenance windows excluded). c. Planned service work affecting availability is announced 2 hours in advance by e-mail.
(4) The transfer point for the Services is the interface between the servers on which the Platform is hosted and the Internet.
(5) Licensee is responsible for informing the End Customers in an appropriate manner of the specified availability and of any financial risks associated with (partial) unavailability.
(6) The Tools or parts thereof are not made available to Licensee for use outside of the Platform (use on premise).
(1) UNITED SIGNALS complies with the provisions of the applicable data protection law. For personal data of Licensee's End Customers, however, only Licensee is the controller within the meaning of German and European data protection law. A separate Data Processing Agreement (DPA) is concluded between Licensee and UNITED SIGNALS and becomes an integral part of this Agreement.
(2) Licensee shall ensure that personal data of its customers is collected and processed only in accordance with the applicable data protection laws and shall inform its customers accordingly. For support, Exhibit 3 („Data Protection") includes information that does not constitute legal advice. It remains Licensee's responsibility to ensure compliance with its legal obligations.
Licensee operates its Internet Presence as the legally responsible entity and service provider itself and in its own name.
(1) Licensee is obliged to make it clear through appropriate information texts that Licensee (and not UNITED SIGNALS) is the operator and service provider, and to provide an imprint in accordance with legal requirements.
(2) Licensee is responsible for complying with all statutory information obligations. UNITED SIGNALS is expressly not responsible for the legal conformity of the Internet Presence operated by Licensee; its liability for workflows created by UNITED SIGNALS remains unaffected.
(3) Services accessible via the Internet Presence may constitute a license-requiring service (e.g., financial services). Licensee or its contractual partner is solely responsible for licensing and compliance with regulatory obligations.
(4) The Services may require mandatory services from third-party companies (in particular the identification of End Customers), which are commissioned exclusively by Licensee. These conditions also apply to Internet Presences operated by third-party users.
(1) Licensee is obliged, among other things, to: provide UNITED SIGNALS with all required information; not reproduce, copy or resell the Tools; not access the Platform without authorization or hinder it; use the functions only for legally permissible purposes; not transmit or introduce malware; not modify or maintain the Platform; and (with Editor Function) not create more than the contractually agreed number of workflows.
(2) Licensee shall ensure that its business activities are conducted in accordance with legal provisions, in particular those relating to the prohibition of money laundering and the financing of terrorist activities.
(3) Licensee shall contractually ensure that its contractual partners, End Customers and third-party users also comply with paragraphs (1) and (2), and shall be liable to UNITED SIGNALS for any resulting damage.
(4) In the event of breaches, UNITED SIGNALS is entitled to suspend access to the Services temporarily or permanently, taking appropriate account of Licensee's legitimate interests.
(1) Licensee grants UNITED SIGNALS the right to store, reproduce, modify and make available (including the right to sublicense) the files and other content (including trademarks) uploaded to the Platform, worldwide and for the duration of this Agreement, insofar as this is necessary for the fulfillment of UNITED SIGNALS' contractual obligations.
(2) Licensee assures that the use of the content as well as trademarks does not infringe any rights of third parties (in particular copyrights and trademark rights).
(3) UNITED SIGNALS will not view or monitor transmitted or stored information but will take the necessary measures in the event of concrete indications of illegal content.
(1) Licensee shall pay UNITED SIGNALS the fees agreed in the Individual Contract. Unless otherwise specified, the fees for the initial term are due within 14 days of receipt of the invoice and the fees for extension terms are due in advance before the start of the contractual year.
(2) UNITED SIGNALS is entitled to adjust the remuneration appropriately on an annual basis (taking into account cost changes for wages, salaries and IT services). In the event of an increase of more than 5 %, Licensee is entitled to terminate the Agreement extraordinarily; the termination must be declared in writing immediately after receipt of the notification.
(3) All prices are net prices plus the applicable statutory VAT.
(1) The Parties shall each appoint a contact person and a deputy as permanent contact persons and provide each other with their contact details.
(2) The Parties may replace the contact persons; the other Party shall be notified in text form at least 5 working days before the intended replacement, stating names and contact details.
(3) All declarations of intent and notifications shall be transmitted in text form unless another form is expressly stipulated. Receipt by the recipient is decisive for compliance with deadlines.
(1) The strict liability for damages of UNITED SIGNALS for defects already existing at the start of the Agreement is excluded. Otherwise, liability is governed by statutory law, modified by the following provisions.
(2) UNITED SIGNALS shall be liable without limitation for intent and gross negligence. For slight negligence, UNITED SIGNALS shall only be liable in the event of a breach of an essential contractual obligation (cardinal obligation), and only for foreseeable, typically occurring damages, including loss of profit and savings.
(3) The limitation does not apply in the event of injury to life, limb or health, nor for liability under the Product Liability Act.
(4) UNITED SIGNALS shall not be liable for events of force majeure (e.g., terrorist attacks, embargo, natural disasters, strikes, decisions by authorities) that make the Services impossible or significantly impede them.
(5) UNITED SIGNALS shall not be liable for disruptions and loss of quality of data transmission on the Internet for which it is not responsible.
(6) Insofar as the liability of UNITED SIGNALS is excluded or limited, this also applies to its employees, representatives and vicarious agents.
(1) UNITED SIGNALS and its licensors are entitled to all property rights to the Tools (copyrights, trademark rights, know-how). Licensee shall not challenge these rights.
(2) UNITED SIGNALS grants Licensee the right to access the Platform and use the Tools exclusively for the pursuit of its own business purpose and in accordance with this Agreement.
(3) With the Editor Function, Licensee is entitled to create the contractually agreed number of workflows and host them on the Platform.
(4) UNITED SIGNALS remains entitled to any other use of its software programs, ideas, concepts and tools. Licensee derives no rights from developing its own workflows against developments made by UNITED SIGNALS.
(5) Licensee must treat the access data as strictly confidential and inform UNITED SIGNALS immediately of any suspected unauthorized access; UNITED SIGNALS may suspend access until security is restored.
(1) The Parties agree to maintain confidentiality about this Agreement, its content and exhibits and all information marked as confidential for an unlimited period of time.
(2) Exempt is information that was demonstrably already known to the recipient, that is or becomes publicly known (without a breach), or that must be disclosed due to legal obligations or by order of a court or authority (with prior information of the other Party where possible).
(3) The Parties shall only grant access to confidential information to consultants or employees who are bound to secrecy.
(1) The Service Term begins when the Services are provided, ends at the end of the Initial Term and is extended by further 12-month terms unless terminated by either Party with a notice period of 3 months in text form.
(2) The right of both Parties to extraordinary termination for good cause remains unaffected. Good cause for UNITED SIGNALS exists in particular if Licensee breaches §§ 7, 8, 9, 13 or 14.
(3) When a termination takes effect, UNITED SIGNALS will switch off the booked Tools. Data is kept available for download for one month and then deleted.
(4) §§ 7, 8, 9, 13, 14, 16, 17 and this § 15 remain in force even after termination of this Agreement.
(1) Licensee shall indemnify UNITED SIGNALS against all third-party claims based on a culpable breach of Licensee's obligations under §§ 7, 8, 9 or 13 or any other culpable illegal use, including the costs of legal defense.
(2) In the event of a claim, Licensee shall provide UNITED SIGNALS immediately, truthfully and completely with all information necessary for the examination and defense of the claims.
(3) Any further claims of UNITED SIGNALS against Licensee remain unaffected.
Licensee may only offset claims of UNITED SIGNALS with undisputed or legally established claims.
UNITED SIGNALS is entitled to engage subcontractors for the provision of Services. UNITED SIGNALS remains responsible to Licensee for the provision of Services in accordance with this Agreement.
(1) This Agreement shall be governed by German law, excluding its provisions on the choice of law. The application of the CISG (UN Convention on Contracts for the International Sale of Goods) is excluded.
(2) Disputes shall, to the extent permitted by law, be subject to the exclusive jurisdiction of the courts at the registered office of UNITED SIGNALS. UNITED SIGNALS is also entitled to take legal action at the registered place of Licensee.
(1) There are no verbal collateral agreements. Amendments must always be made in writing or in a documented electronic format.
(2) UNITED SIGNALS is entitled to transfer the Agreement to an affiliated company or to a purchaser of the relevant part of the company. Licensee hereby agrees to such a transfer.
(3) UNITED SIGNALS may amend the GTC to adapt them to new statutory requirements, eliminate doubts of interpretation or reflect technological/market developments, with notice in text form at least 4 weeks before the change takes effect. If Licensee does not object within 4 weeks of receipt, the amendments are deemed agreed.
(4) Should individual provisions be invalid or unenforceable, the validity of the remaining provisions remains unaffected. The Parties shall agree on a replacement provision that comes as close as possible to the invalid one.
The Editor Function enables Licensee to create, edit, publish and manage their own workflows within the Workflow Tool. Workflows are based on a modular form system and can be individually tailored to the requirements of Licensee and their End Customers.
Access to the Editor Platform (development environment) for the creation and management of workflows.
Creation of workflows with support for large, medium and small devices (mobile optimization).
Page-based setup with a drag-and-drop form principle. Toolbox with the following element categories:
Color schemes, fonts and other design adjustments according to Licensee's brand identity.
Integration of the subcontractor DeepL for automated translation into additional languages.
Conditional visibility of elements based on user interaction, and custom validations to check input values.
Direct publication of workflows as a URL in two modes: (1) with registration page (authenticated flow) – End Users enter an email address, with the option to save and resume later; (2) without registration page (unauthenticated flow) – open to anyone with the link, with no re-entry if the browser is reloaded.
Options to: reset active processes, reset to a specific date, or overwrite active processes.
Platform-native language for processing and referencing data within workflows, with AI-supported code generation assistance.
Integration of third-party providers for digital signatures, customer identification (e.g. video identification), data validation, compliance services and further process-supporting services.
The functions described in Exhibit 1 constitute the entire range of functions the platform can provide. In a specific application (flow), only those functions are available that have been activated as part of the individual configuration and the selected plan. Licensee, their End Customers and interested parties can access the workflow applications online – to collect data in a paperless manner, fill out forms and conclude contracts.
Legal notice: The application is technically capable of processing digital contracts in a legally binding manner, insofar as permitted under applicable law. Licensee is solely responsible for the accuracy, completeness and legality of the contract content.
The Business Control Center (BCC) is a web-based tool for viewing, managing and validating End Customer processes captured via the Workflow Tool. Access is password-protected and restricted to users with the Manager Function.
Access for users with the Manager Function; each access is licensed under the operational model. For Enterprise customers: option to assign Custom Roles/Subroles (full Manager access required).
Overview and management of all End Customer processes within the assigned flow groups. Inbox function for each flow with a tabular overview and customizable column view.
Display of the current runtime evaluation of the workflow with populated data. Export features: process link (UUID-based), data export as CSV and XML, audit log (Enterprise feature only).
Manual initiation of a new process from the BCC (invitation via email, optional pre-filling manually or via XML file), archiving/restoring individual or multiple processes, status display per process.
Ability to configure multiple approval steps; corrections, review requests and approvals; display of full review history.
Tabular overview of all actions executed within the workflow, with traceability and documentation per process.
Generated PDF files (including signed documents) are accessible in the detail view and downloadable directly from the inbox.
This exhibit serves to support Licensee in fulfilling its information obligations regarding the collection of data from End Customers and visitors to its website on the basis of the GDPR. It does not constitute legal advice and only contains exemplary, legally unverified information. It remains Licensee's responsibility to ensure compliance with its data protection and other legal obligations.
Licensee is the controller within the meaning of data protection law with regard to the personal data of its End Customers. UNITED SIGNALS acts as a processor and concludes a data processing agreement with Licensee. UNITED SIGNALS stores the End Customer data entered in a database, to which Licensee and authorized third parties have access.
Based on a separate agreement, UNITED SIGNALS stores the data entry history for each End Customer (audit trail), including the time at which the End Customer made which entries (e.g., ticked a box) and if and when Licensee corrects such information.
Click history of a session (anonymized, no usage profile possible) and log files to ensure stability and integrity (IP address anonymization activated). UNITED SIGNALS provides a standard text that Licensee may change and is responsible for reviewing.
UNITED SIGNALS uses third-party services that process personal data on its behalf. A list can be viewed at: flowniq.com/en/flowniq-subcontractors.
Technically necessary session cookies are required to provide all website functions, store no personal data (only an ID to recognize the visitor) and are automatically deleted when the browser is closed. UNITED SIGNALS provides a standard text for cookies; the legal review is Licensee's responsibility.
Software Solutions for Digital Workflows & Business Control Centers · UNITED SIGNALS GmbH
