Terms of use

1. Provider, scope and order of precedence

The provider and contracting party is PPJ Venture Labs UG (haftungsbeschränkt), Hohenzollernstraße 30, 80801 Munich, Germany (legal notice, in German). “Ridian” is a product brand of that company.

These terms apply to all contracts for the use of Ridian, including its web application, APIs, synchronisation, administration features and enabled MCP functionality. Different customer terms apply only if we expressly accept them in text form.

In case of conflict, the following order applies: individually negotiated agreement or order form, service description and SLA, data processing agreement, then these terms.

2. Contract formation and access

A contract is formed by signature of both parties, our acceptance of an order form, or our express activation of paid access. An access request and the presentation of the service on this website do not constitute a binding offer.

A person acting for a customer warrants that they are authorised to represent that customer and incorporate these terms. The customer may provide access only to agreed persons and applications or those authorised for its organisation.

3. Service scope

Ridian connects calendar services, normalises event data and performs the synchronisations or authorised tool calls configured by the customer. Data read from or written to target systems is determined by the selected configuration, effective organisation policies and third-party provider permissions.

Synchronisation runs at intervals and, where supported, on events. Delay-free real-time synchronisation is owed only if expressly agreed. Statements on the website describe the service and are not guarantees unless expressly identified as such.

We may develop and technically modify the service provided that the agreed principal service remains available and the customer is not unreasonably disadvantaged. We will provide timely notice of material foreseeable restrictions.

4. Right of use and protection of the service

During the contract term, the customer receives a limited, non-exclusive, non-transferable and non-sublicensable right to use Ridian for its own business purposes within the agreed scope. Resale, operation for unauthorised third parties or offering Ridian as the customer's own service requires our consent.

In particular, the customer must not:

• use the service unlawfully, abusively or in a manner that jeopardises security,
• circumvent access controls, policies or usage limits,
• disrupt or overload the service or automate requests outside enabled interfaces,
• inspect, decompile or reproduce the service except where mandatorily permitted by law, or
• use non-public parts of Ridian to develop a directly competing service.

5. Customer obligations and responsibility

The customer is responsible for:

• the legality of connected accounts, data and processing purposes,
• required consents, notices, works agreements and instructions,
• the selection of administrators, users, applications and organisation policies,
• keeping credentials confidential and reporting security incidents without undue delay,
• reviewing automated or agent-assisted actions before production use where risks require it, and
• compliance with applicable laws, sanctions and export-control rules.

Actions by authorised accounts are attributed to the customer. The customer must keep contact, billing and administration details current and reasonably assist with investigating incidents in its area of responsibility.

6. Third-party providers and connected services

Ridian depends on third-party interfaces and decisions, particularly those of Google, Microsoft and CalDAV providers. Provider changes, suspensions, revoked permissions, quotas, outages or data formats may delay, alter or prevent functionality. We are liable for such events only to the extent we are responsible for them.

We may temporarily restrict or disable a connection where necessary for security, legal compliance or protection of the service. Where possible, we will inform the customer and limit the measure to what is necessary.

7. Availability, maintenance and support

Specific availability, response times or recovery times apply only if agreed in an SLA or order form. Otherwise, we operate the service with the diligence of a prudent businessperson but do not owe uninterrupted or error-free operation.

We provide reasonable notice of planned maintenance. Emergency maintenance may occur without notice where necessary to avert a risk. Support scope and hours are set out in the applicable agreement.

8. Trial, beta and free access

Trial, beta, preview and free functionality may be limited in time, features or volume. It may be changed or discontinued with reasonable notice. It is not intended for business-critical processes unless we have expressly confirmed production readiness.

9. Fees and payment

Prices, billing periods and included usage are set out in the order form or individual agreement. Prices exclude applicable VAT. Unless agreed otherwise, invoices are due without deduction within 14 days.

In case of late payment, we may proportionately restrict access after a reminder and reasonable cure period. Payment obligations continue. The customer may set off only undisputed or finally adjudicated claims and may exercise retention rights only under the same contractual relationship.

10. Rights in software, data and feedback

All rights in Ridian, its software, documentation, design and developments remain with us or our licensors. The customer retains its rights in data it provides and grants us the rights required during the contract term to perform the contract, maintain security, provide support and remedy defects.

We may use voluntary feedback without compensation or an obligation to implement it. This does not authorise publication of confidential information or personal data.

11. Confidentiality

Each party must keep the other party's non-public technical, commercial and organisational information confidential and use it only to perform the contract. Disclosure is permitted to personnel, advisers and subcontractors who need the information and are bound accordingly.

The obligation does not apply to information demonstrably known already, lawfully received from a third party, independently developed or publicly known. Disclosures required by law remain permitted; where legally possible, the other party will be notified beforehand. Trade secrets remain protected indefinitely and other confidential information for three years after contract end.

12. Data protection and security

Where we process personal data on the customer's behalf, the parties enter into a data processing agreement under Art. 28 GDPR. The customer remains responsible for legal basis, transparency and instructions. Theprivacy policy andcompliance overview describe processing, subprocessors and technical boundaries.

We maintain appropriate technical and organisational measures. No security measure eliminates every risk; absolute security is not warranted.

13. Defects

The customer must report reproducible defects without undue delay and provide the information needed for analysis. At our option, we may remedy the defect or provide a reasonable workaround. If cure fails, the customer's statutory rights remain unaffected.

An impairment is not a defect to the extent caused by use contrary to the agreement, customer systems, third parties or a modification without our consent. Defect claims become time-barred twelve months after the statutory commencement date. This does not apply to cases of unlimited liability under clause 14 or where mandatory law requires a longer period.

14. Liability

We have unlimited liability for intent and gross negligence, injury to life, body or health, expressly assumed guarantees, liability under the German Product Liability Act and any other mandatory statutory liability.

In cases of ordinary negligence, we are liable only for breach of a material contractual obligation whose performance makes proper execution of the contract possible and on whose performance the customer may regularly rely. Liability is then limited to damage foreseeable and typical for the contract when it was entered into. Liability for ordinary negligence is otherwise excluded.

For loss of data, liability is limited to the typical recovery cost that would have arisen with reasonable backup and customer cooperation. These limitations apply correspondingly for the benefit of our officers, employees and agents.

15. Third-party claims

If the customer culpably infringes third-party rights or legal obligations through its data, configuration or use, it indemnifies us against resulting justified third-party claims and necessary, reasonable defence costs. We will notify the customer without undue delay and provide a reasonable opportunity to participate in the defence and settlements. Our own breaches remain unaffected.

16. Term, termination and suspension

The term and ordinary termination rights are set out in the order form. If nothing is agreed, the contract runs indefinitely and may be terminated on 30 days' notice to the end of a month. The right to terminate for cause remains unaffected.

We may temporarily suspend access where there are concrete indications of abuse, a material security risk, material breach or continuing late payment after reminder. The measure must be proportionate and, where possible, the customer will first have an opportunity to cure.

The right of use ends when the contract ends. Data is deleted in accordance with the individual agreement, data processing agreement and privacy policy. Copies created by Ridian in target calendars can be removed only while the required permissions remain available. Statutory retention duties remain unaffected.

17. Changes

We may amend these terms on at least 30 days' notice where required by new laws, case law, security requirements, technical developments or to close a contractual gap, provided the contractual balance is not materially shifted to the customer's detriment. We will give notice of the reason and content in text form.

If the customer objects, the existing terms continue until the end of the current contract period and either party may terminate at that time. Changes to price, principal service or liability to the customer's detriment require express consent unless already governed by the order form.

18. Final provisions

Events beyond reasonable control — including natural disasters, war, industrial disputes, government action and widespread network or cloud failures — suspend the affected party's performance obligations for the duration and extent of the impediment, provided that party is not responsible and cannot reasonably avoid the consequences.

The customer may assign contractual rights only with our consent; § 354a of the German Commercial Code remains unaffected. We may transfer the contract as part of a restructuring or transfer of the Ridian business to an affiliate or successor, provided the customer's legitimate interests are not impaired.

German law applies, excluding the UN Convention on Contracts for the International Sale of Goods. Munich is the exclusive place of jurisdiction where the customer is a merchant, legal entity under public law or special fund under public law; we may also sue at the customer's general place of jurisdiction.

If a provision is invalid, the remaining provisions continue to apply and the invalid provision is replaced by statutory law. Side agreements and changes to the individual contract require at least text form unless mandatory law requires stricter form; individual agreements take precedence.