Effective Date: December 01, 2023
MILES Learning GmbH, located at Kärntner Str. 311, 8054 Graz, Austria, operates the web application Aileron, which can be accessed over the internet in the form of independent tenants (Clients).
Aileron Clients enable operators (of Private Jets or Business Jets) to run their own automated booking platform. They can be operated and accessed worldwide in most common, up-to-date browsers quickly, completely, and user-friendly.
Scope
These terms and conditions apply to the paid use of Aileron Clients, including all content, features, and services by companies.
Companies are natural or legal persons or legal partnerships acting in the exercise of their commercial or independent professional activities when concluding a legal transaction.
Subject of the Agreement
MILES Learning GmbH (hereinafter referred to as Licensor) provides companies (hereinafter referred to as Licensee) with their own Aileron Clients (hereinafter referred to as Web Application) in the form of Software as a Service (SaaS) offerings.
The Licensor or the dealer authorized by the Licensor grants the Licensee the non-exclusive and non-transferable right to use the Web Application for the duration of the agreement, for a fee, over the internet.
The Licensee agrees to structure any contractual relationships with third parties in a manner consistent with these terms and conditions.
Data Hosting
The Licensor stores all data generated by the Licensee’s use of the Web Application (Data Hosting). This includes user management data, data of provided content, and data on user behavior and communication among users.
The Licensor ensures that the stored data is accessible through the web application.
The storage and processing of data collected through the web application take place on storage systems in cloud servers located within the EU. The Licensor’s data processors store and process data in accordance with the requirements of the General Data Protection Regulation (GDPR).
For provision, the Licensor utilizes the cloud infrastructure of Amazon Web Services EMEA SARL, 38 Avenue John F. Kennedy, L-1855 Luxembourg.
The data is stored and processed in the Availability Zone Frankfurt am Main, Federal Republic of Germany (https://aws.amazon.com/de/compliance/gdpr-center/).
The Licensor takes appropriate measures to prevent data loss and unauthorized access by third parties to the Licensee’s data (https://aws.amazon.com/de/compliance/data-center/controls/).
Availability of the Web Application
The Licensor provides the Licensee with the web application in the current version. The Licensor ensures the usability of all available and future functions of the web application.
The Licensor ensures the practical availability of the web application of at least 98.8% based on 24/7.
This corresponds to a maximum downtime of 2 hours per calendar week. Necessary maintenance and ongoing updates by the Licensor are included in this timeframe.
The Licensor continuously monitors the functionality of the web application and promptly eliminates software errors within the technical possibilities. A defect occurs, in particular, if the web application does not fulfill specified functions, provides incorrect results, terminates uncontrollably, or otherwise does not function properly, making the use of the web application impossible or restricted.
In the case of serious errors – those that make the use of the web application no longer possible or seriously restrict it – maintenance will be carried out within 2 hours of knowledge or notification by the Licensee. The Licensor will notify the Licensee of the maintenance in a timely manner and carry it out as soon as possible. If the rectification is not possible within 12 hours, the Licensor will inform the Licensees within 24 hours, stating reasons and the expected time period for rectification in writing.
The Licensor continuously develops and improves the web application through regular updates and upgrades. Adjustments, changes, and additions to the web application, as well as measures to identify and rectify malfunctions, will only lead to a temporary interruption or impairment of accessibility if it is technically necessary.
The Licensor offers technical support from Monday to Friday from 09:00 to 17:00 (support@miles-lerarning.com).
The Licensor ensures that the stored data is accessible through the web application.
The storage and processing of data collected through the web application take place on storage systems in cloud servers located within the EU. The data processors of the Licensor store and process data technically and organizationally in accordance with the requirements of the General Data Protection Regulation (GDPR).
For provision, the Licensor utilizes the cloud infrastructure of Amazon Web Services EMEA SARL, 38 Avenue John F. Kennedy, L-1855 Luxembourg.
The data is stored and processed in the Availability Zone Frankfurt am Main, Federal Republic of Germany (https://aws.amazon.com/de/compliance/gdpr-center/).
The Licensor takes appropriate measures to prevent data loss and unauthorized access by third parties to the Licensee’s data (https://aws.amazon.com/de/compliance/data-center/controls/).
Use by the Licensee
The Licensor provides an individual sub-domain of the domain miles-learning.com for the web application. Alternatively, a domain/sub-domain provided by the Licensee can be set up for the web application.
Tasks for the proper operational use of the web application are the responsibility of the Licensee. Services in this regard by the Licensor can be separately agreed upon.
The number of registered users and the extent of content uploaded by the Licensee are not subject to restrictions.
Obligations of the Licensee
The Licensee is obliged to prevent unauthorized access by third parties to the web application through appropriate measures. In particular, the Licensee is obliged to keep user passwords confidential and not accessible to third parties.
The Licensee is responsible for entering and maintaining the data and information required for the use of the web application, notwithstanding the Licensor’s obligation to back up data.
The Licensee is obliged to check its data and information (especially file uploads) for viruses or other harmful components before entering and to use virus protection programs in accordance with the state of the art.
The Licensor does not check the content for accuracy, virus-freeness, or virus-processing capability.
The Licensee undertakes not to store or publish any content in the web application whose provision, publication, and use violate applicable law or agreements with third parties.
Copyright and Usage Rights
All rights to content uploaded by the Licensee through the web application remain with the Licensee.
The Licensor may not copy, distribute, or otherwise make available uploaded texts or content without the consent of the rights holder.
The Licensee remains the sole owner of the data at all times and can therefore request the release of individual or all data from the Licensor at any time, especially after termination of the contract, without the Licensor having a right of retention. The data is released by transmission over a data network.
The Licensee has no claim to receive software suitable for using the data.
The Licensee is responsible for the data and content provided by him. The Licensee may not upload and/or distribute content, such as texts, images, graphics, videos, and links, that violate legal provisions or infringe on third-party protective or copyright rights.
Fee
The Licensee undertakes to pay the agreed fee plus statutory VAT to the Licensor or the dealer authorized by the Licensor for the provision of software and data hosting.
The Licensor or the dealer authorized by the Licensor will send the Licensee an invoice for the contractually owed fee at the agreed intervals.
The Licensor or the dealer authorized by the Licensor is entitled to adjust the fees and services with a written notice to the Licensees with a notice period of 6 months if this is reasonable for the Licensee. The conditions and reasons for such a change in performance are, in particular, increasing hosting costs or technical progress and the further development of the web application.
The change is made to the extent of the increased hosting costs or the way in which the scope and performance of the web application are changed. If the Licensee does not wish to continue the contract at the amended rates, he is entitled to terminate it in writing with extraordinary notice. All prices are indexed according to the consumer price index published by Statistics Austria. The base month for the index calculation is the month of the contract conclusion. The respective index adjustment takes place annually in January. Not asserting the index adjustment does not mean waiving the assertion of price increases.
Warranty and Liability
The parties agree that it is not possible to develop web applications to be free of errors for all conditions of use. The Licensor guarantees the suitability of the web application within the agreed framework for the contractual use as a booking and management platform.
The Licensee is obliged to provide the Licensor with verifiable documents on the nature and occurrence of defects in the web application and to cooperate in narrowing down errors.
If services of the Licensor are used by unauthorized third parties using the user IDs and passwords of the Licensee, the Licensee is liable for any charges incurred within the scope of civil liability until the order to change the access data or the report of loss or theft to the Licensor arrives, provided that the Licensee is at fault for the access of the unauthorized third party.
The Licensee undertakes to indemnify the Licensor from all third-party claims based on the data stored by him and to reimburse the Licensor for the costs incurred due to possible legal violations.
The Licensor is entitled to an immediate block of the web application if there is a justified suspicion that the stored data is illegal and/or violates third-party rights. A justified suspicion of illegality and/or a legal violation exists in particular if courts, authorities, and/or other third parties inform the Licensor of this. The Licensor must inform the Licensee immediately about the removal and the reason for it. The block is to be lifted as soon as the suspicion is dispelled. The Licensor is only liable for the loss of data and its recovery if the loss could not have been avoided by adequate data backup measures on the part of the Licensee. The Licensor is not liable for damages that can arise on the Licensee’s side due to insufficient security measures when using the web application.
Each contracting party is liable, regardless of the legal basis, for damages caused by a violation of an essential agreement in a manner that endangers compliance with these terms and conditions.
Any potential liability for damages is limited to the amount of the annual fee.
Compensation for consequential damages, pecuniary damages, lost profits, unrealized savings, interest losses, and damages from third-party claims against the Licensor are excluded in any case. To the extent permitted by law, the Licensor assumes no liability under the Product Liability Act.
The Licensee is responsible for obtaining any necessary consent declarations for the use of the web application by the Licensee’s contractual partners, in accordance with the provisions of the GDPR and applicable data protection laws.
To the extent that the Licensor and/or the Licensee processes personal data as a data processor (as defined in Art. 28 of the General Data Protection Regulation – GDPR), the parties ensure that data processing agreements in accordance with legal requirements are concluded.
The Licensor undertakes to maintain strict confidentiality about all confidential matters that become known to him in the course of preparing, implementing, and fulfilling this contract, especially business or trade secrets of the Licensee, and not to disclose them to third parties in any way. This applies to any unauthorized third parties, including unauthorized employees of both the Licensor and the Licensee, unless the disclosure of information is not necessary for the proper fulfillment of the Licensor’s contractual obligations. In case of doubt, the Licensor is obliged to obtain the consent of the Licensee before disclosing such information.
The Licensor undertakes to conclude an agreement with all employees and subcontractors deployed by him in connection with the preparation, implementation, and fulfillment of this contract that is identical in content to the above paragraph of this contract point.
Changes/Supplements
Apart from this contract, there are no oral or written agreements. Any written or oral agreements made prior to the conclusion of this contract that contradict this contract lose their validity upon the conclusion of the contract.
Changes or supplements to this contract require, in each individual case, written form to be valid, under penalty of legal invalidity. Transmission via email satisfies the written form requirement in each case.
Notifications
All notifications, unless a stricter form is expressly required by this contract or by law, must be addressed in writing to the respective contractual partner. Transmission via email satisfies the written form requirement in each case.
Partial Invalidity
Should individual provisions of this contract be or become invalid, this does not affect the validity of the remaining contract content. Invalid provisions of the contract are to be replaced by those that most closely correspond to the intentions of the parties economically.
Miscellaneous
For the purposes of this contract, a third party is considered to be any natural and/or legal person who is legally distinct from the contracting parties.