Customer Agreement

Preamble

These Customer Terms (the “Agreement”) govern access to and use of the managed MediaWiki hosting services provided by Professional Wiki GmbH (“Professional Wiki”, “we”, “us”) for business customers (the “Customer”, “you”). This Agreement applies to the hosted MediaWiki instances we provision for you (each a “Wiki”) and related support, APIs and administration tools (collectively, the “Services”).

The following documents are incorporated by reference and form part of this Agreement: Service Level Agreement (SLA), Acceptable Use Policy (AUP), and Plans & Limits. If a Data Processing Agreement (“DPA”) is executed, it governs processing of personal data in connection with the Services.

1) Acceptance & Order Forms

You accept this Agreement by (a) clicking to accept during signup on our website, or (b) signing an order form, statement of work, or other written agreement that references this Agreement (each an “Order Form”). The person accepting represents they have authority to bind the Customer entity.

If there is a conflict, the following order of precedence applies: (1) an executed Order Form; (2) the DPA (for data processing matters); (3) this Agreement; then (4) the SLA, AUP, and Plans & Limits.

2) Definitions

“Authorized Users” means Customer’s employees, contractors, and other users that Customer invites to access a Wiki. “Customer Content” means all content, data, and materials that Customer or Authorized Users submit to or create in a Wiki. “Service Content” means the software, user interfaces, documentation, templates, and other content we provide in operating the Services.

3) Accounts & Registration

Website account. You may create an account on our pro.wiki website to start a trial, manage subscriptions, and billing. You must provide accurate information and keep credentials secure. You are prohibited from creating multiple accounts unless you receive written permission from Professional Wiki.

Wiki accounts. For each Wiki, you control registration, roles, and permissions for your Authorized Users. You may create multiple user accounts and invite third parties at your discretion. You are responsible for their activity and compliance with this Agreement and the AUP.

4) Plans, Orders & Fees

Plans, features, and usage limits are described on the Plans & Limits page and on the pricing page. By placing an Order (online or via Order Form) you purchase the plan(s) and term specified. Fees are due as stated at checkout or in the Order Form.

5) Term, Renewal & Cancellation

The initial subscription term is as specified in your Order. Unless otherwise stated, subscriptions renew automatically for successive periods equal to the initial term at then-current rates.

If you created your wiki via our self-service subscription portal on pro.wiki, cancel via the portal. Otherwise, cancel your subscription by written notice as stated in §17.

To avoid charges for the next term, submit cancellation before the renewal date. We do not provide refunds or credits for partial terms or unused Services, except if you terminate due to our material breach under §6, in which case we will refund any prepaid fees for the unused remainder of the current term.

6) Suspension & Termination

We may suspend the Services (in whole or part) if: (a) fees are past due; (b) we reasonably believe there is a security risk, abuse, or a violation of the AUP; or (c) required by law. We will act proportionately and restore service promptly once the issue is resolved.

Termination by us. We may terminate the Services or this Agreement immediately for any of the grounds above or for your material breach.

Termination by you. You may terminate this Agreement at any time as set out in §5. If you terminate due to our material breach, we will refund any prepaid fees for the unused remainder of the then-current term upon request.

Effect. Upon termination or expiry, your right to use the Services ends. Suspension does not relieve you of the obligation to pay undisputed fees. Data export and deletion are handled under §7.

7) Data Export & Deletion

You can request an export of your wiki's content, assuming you have paid for at least 3 months of an eligible plan. All plans except for Personal Basic and Basic are eligible. You can only request an export up to two times per year. This export contains a dump of the SQL database and the uploaded files, and is provided as a TAR.GZ file. You will receive the export within two weeks of making your request. Your request has to be made at least 5 work days before expiry of your contract.

Following termination or expiry, we will delete Customer Content from active systems in accordance with our standard retention schedule, except where retention is required by law or for billing and dispute resolution. We may retain backups for a limited period after deletion and will purge them in the ordinary course.

8) Intellectual Property; Ownership & Licenses

Our IP. We and our licensors own the Services and all Service Content and trademarks. No rights are granted except as expressly stated.

Your Content. You own all Customer Content. We do not claim ownership in Customer Content.

License to Professional Wiki. You grant us a non-exclusive, worldwide, royalty-free license to host, store, back up, transmit, display, and process Customer Content only as necessary to provide and support the Services, to prevent or address security or technical issues, and to comply with law. We may sublicense this license to our subprocessors solely for these purposes. The license ends when Customer Content is deleted from our systems as described in §7.

Public Wikis & sharing. If you configure a Wiki or pages to be publicly accessible or share content externally, you are responsible for selecting and honoring the applicable content license and for obtaining necessary permissions.

9) Acceptable Use

You and your Authorized Users must comply with the AUP.

10) Security, Privacy & DPA

We implement technical and organizational measures appropriate to the risk to protect the Services. Our Privacy Policy describes how we process personal data as controller. Where we process personal data in your Customer Content as processor, we act on your documented instructions (including this Agreement and your configuration of the Services). The Data Processing Agreement (if executed) governs; if you require a DPA, contact us.

11) Confidentiality

“Confidential Information” means non-public information disclosed by one party to the other that is designated as confidential or that a reasonable person would understand to be confidential. Each party will use the other’s Confidential Information only to perform under this Agreement and will protect it with at least the same care it uses to protect its own confidential information, but no less than reasonable care. Exceptions apply for information that is public, already known, independently developed, or rightfully obtained from a third party without duty of confidentiality. Required disclosures by law are permitted with prompt notice (if legally allowed).

12) Warranties & Disclaimers

We will provide the Services in accordance with the SLA and in a professional and workmanlike manner. Otherwise, the Services and Service Content are provided “as is” and “as available”. To the maximum extent permitted by law, we disclaim all other warranties, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

13) Indemnities

You will defend, indemnify, and hold harmless Professional Wiki and its affiliates, and our respective officers, directors, employees, and agents, from and against any third-party claim, demand, suit, or proceeding and resulting damages, liabilities, penalties, settlements, and reasonable costs and expenses (including reasonable attorneys’ fees) arising out of: (a) Customer Content; (b) your or your Authorized Users’ use of the Services in breach of the AUP or this Agreement; or (c) your violation of law.

We will promptly notify you of any claim and cooperate with you (at your expense) in the defense; our failure to give prompt notice relieves you of your obligations only to the extent you are prejudiced. We may, at our option and expense, assume the exclusive defense and control of any matter otherwise subject to indemnification, and you will cooperate with such defense. You will not settle any matter without our prior written consent; we will not unreasonably withhold consent, but no settlement may admit fault on our part, impose non-monetary obligations on us, or fail to include a full release of the indemnified parties.

14) Limitation of Liability

To the extent permitted by law, neither party (nor its affiliates or personnel) is liable for any indirect, incidental, special, consequential or punitive damages, or for loss of profits, revenue, goodwill or data, even if advised of the possibility.

Except for liability that cannot be excluded or limited by law, each party’s aggregate liability arising out of this Agreement is limited to the amount paid by you to us for the Services giving rise to the claim in the 12 months before the first event giving rise to liability. Nothing limits liability for intent (Vorsatz), gross negligence (grobe Fahrlässigkeit), injury to life, body or health, or under the German Product Liability Act.

We are not responsible for unavailability or performance issues caused by third-party services or other matters outside our reasonable control.

15) Changes to Documents

We may update the SLA, AUP, and Plans & Limits from time to time. Material changes that adversely affect the Services will be notified in advance (at least 30 days) and will apply on renewal of the then-current term, unless earlier application is required by law or for security, safety, or to prevent abuse. We may update this Agreement for new features or legal/compliance reasons; if we make material changes, we will notify you and the changes will apply on renewal or as otherwise agreed in writing. This Section does not apply to the Data Processing Agreement (DPA), which may be updated only as permitted by the DPA.

16) Publicity

We may identify you as a customer and display your name and logo in customer lists and marketing materials. You grant us a non-exclusive, royalty-free license to do so solely for that purpose. No endorsement is implied. You may opt out at any time by notifying us, and we will remove your marks from our website and standard digital materials under our control within 10 business days. Any press releases or detailed case studies require your prior written consent.

17) Notices

Notices to Professional Wiki must be sent to the contact details below (as updated on our website). Notices to you may be sent to the email address in your account or Order Form.

18) General

• Assignment. Either party may assign this Agreement without consent to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of substantially all assets. We may otherwise assign without consent; you may not assign otherwise without our prior written consent. Any prohibited assignment is void.
• Force Majeure. Neither party is liable for delays or failures due to events beyond its reasonable control.
• Governing Law & Venue. This Agreement is governed by the laws of Germany, without regard to conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply. The courts of Berlin, Germany have non-exclusive jurisdiction.
• Severability; Waiver. If any provision is unenforceable, the remainder remains in effect. Failure to enforce is not a waiver.
• Entire Agreement. This Agreement, together with any Order Form, the SLA, AUP, Plans & Limits, and (if executed) the DPA, is the entire agreement regarding the Services and supersedes prior or contemporaneous agreements on the same subject.