Terms & Conditions

1. Services

1.1 The Provider renders the contractual services, in particular access to the software, within its sphere of availability (from the data center interface to the Internet). The scope, type, intended use, and operating conditions of the contractual services follow from the applicable service description and user documentation.

1.2 Additional services—such as developing customer-specific solutions or required customisation—require a separate written agreement.

1.3 The Provider may supply updated versions of the software and will inform the Customer electronically of such updates and any corresponding usage instructions.

2. Scope of Use

2.1 The contractual services may only be used by the Customer and only for the purposes agreed in the contract. During the contractual term, the Customer may access the services via telecommunication (Internet) and use the functionalities of the software through a browser or another suitable application (e.g. an app). No further rights—particularly to the software or any infrastructure provided in the data centre—are granted. Any further use requires the Provider’s prior written consent.

2.2 The Customer may not use the software beyond the agreed scope, allow third parties to use it, or make it accessible to third parties. In particular, the Customer may not reproduce, sell, rent, loan, or otherwise provide the software or parts thereof.

2.3 The Provider may implement technical measures to protect against non-contractual use, provided that contractual use is not significantly impaired.

2.4 In the event of misuse or unauthorized use, the Customer shall, upon request, immediately provide the Provider with all information required to enforce claims—particularly the name and address of the responsible user.

2.5 The Provider may revoke access rights and/or terminate the contract if the Customer significantly exceeds the permitted use or breaches rules to prevent unauthorized use. The Provider may interrupt or block access in this context and will generally set a reasonable cure period beforehand. Revocation alone does not constitute termination. Revocation without termination may only be maintained for a reasonable period not exceeding three months.

2.6 The Provider’s entitlement to remuneration for usage exceeding the agreed scope remains unaffected.

2.7 The Customer is entitled to reinstatement of access once it demonstrates that misuse has ceased and will not recur.

3. Availability and Performance Defects

3.1 Availability follows from the service description.

3.2 Insignificant deviations from the agreed quality of the services do not constitute defects. The Provider’s strict liability for defects existing at the time of contract conclusion is excluded.

3.3 If deadlines are affected by circumstances not attributable to the Provider (including strikes or lockouts), such deadlines extend by the duration of the disruption plus a reasonable restart phase. Each party shall promptly inform the other of the cause and expected duration of the disruption.

3.4 If the Provider incurs additional effort due to a disruption, the Provider may charge for such additional effort unless the Customer is not responsible and the cause lies outside the Customer’s sphere.

3.5 If the Customer is entitled to withdraw from the contract or claim damages in lieu of performance, the Provider may request that the Customer declare in writing, within a reasonable period, whether such rights will be exercised or whether performance is still requested. In case of withdrawal, the Customer shall compensate the Provider for the value of prior use and deterioration through proper use. Liability for delay is limited to 0.5% of the remuneration for the affected portion per full week of delay, up to a maximum of 5%—except for intentional or grossly negligent delay.

3.6 For damages due to delay, the Customer may claim 1% per full week of delay, up to a maximum of 10% of the remuneration for the affected portion (or, for continuing obligations, the annual remuneration).

3.7 Section 578b BGB remains unaffected.

4. Data Protection

4.1 Where the Provider processes personal data on behalf of the Customer, the Provider acts exclusively as a processor and processes such data only for performance of the contract, following the Customer’s instructions. The Customer bears adverse consequences of such instructions.

4.2 The Customer remains the controller and ensures that data processing carried out in connection with the contract is lawful. The Customer shall indemnify the Provider against third-party claims arising from unlawful processing attributable to the Customer.

4.3 The Customer is responsible to the data subject for the legality of processing unless the Provider is responsible due to a breach of duty. The Customer shall review and respond to all inquiries and claims from data subjects and the Provider shall support the Customer where required.

5. Customer Obligations

5.1 The Customer shall protect access credentials and authentication data from unauthorized third-party access.

5.2 The Customer shall indemnify the Provider against third-party claims arising from unlawful use of the services by the Customer or with the Customer’s approval. The Customer shall inform the Provider promptly if such a violation is imminent.

5.3 The Customer shall use the data backup mechanisms provided by the Provider within the Customer’s own responsibility.

6. Improper Use and Damages

For each case of unauthorized use within the Customer’s responsibility, the Customer shall pay damages equal to the remuneration that would have accrued during the minimum contract term for contractual use. The Customer may demonstrate that no or significantly lower damage has occurred. The Provider may claim further damages.

7. Material Defects and Reimbursement of Expenses

7.1 The Provider warrants the contractual quality of the services. No defect claims arise from insignificant deviations, improper or excessive use, natural wear, failure of system environment components, or non-reproducible software errors.

Claims also do not arise from external influences not assumed in the contract or from subsequent modifications by the Customer or third parties unless they do not impede defect analysis or remedy.

7.2 The limitation period for material defects is one year from the statutory start. Longer statutory periods (e.g., under § 438(1)(2) or § 634a(1)(2) BGB) remain unaffected. Processing defect notices suspends limitation only where legally provided. Subsequentperformance affects limitation only for the remedied defect.

7.3 Recourse rights under § 327u BGB remain unaffected. The Customer shall promptly inform the Provider of any claims from its own customer that may trigger recourse and provide all relevant information.

7.4 The Provider may request reimbursement of expenses if:
a) no defect exists, unless the Customer could not reasonably detect this;
b) the defect is not reproducible or verifiable;
c) costs arise because the Customer failed to fulfil contractual obligations.

8. Defects of Title

8.1 The Provider is liable for infringement of third-party rights only if the service is used as contractually agreed and in its intended environment. Liability is limited to the EU, EEA, and the agreed place of use. Section 4.1 sentence 1 applies accordingly.

8.2 The Customer must promptly notify the Provider if third-party claims are asserted. The Provider (and upstream suppliers) may, but are not obligated to, defend such claims. The Customer may not acknowledge claims before giving the Provider reasonable opportunity to respond.

8.3 In case of infringement, the Provider may, at its discretion and expense:
a) procure the right for the Customer to continue using the service;
b) modify the service to avoid infringement;
c) withdraw the service and refund remuneration (less reasonable usage compensation) if no reasonable alternative remedy is possible.

8.4 Limitation follows section 7.2.

9. Incident Management

9.1 The Provider receives incident reports, assigns them to incident categories, and performs agreed analysis and remediation measures.

9.2 The Provider accepts proper incident reports during normal business hours and provides a reference number upon request.

9.3 Unless agreed otherwise, incidents are categorized as:
a) Critical Errors – defects preventing or severely restricting use;
b) Other Interruptions – defects significantly restricting use;
c) Other Reports – all other reports processed only as agreed.

9.4 For critical errors and other defects, the Provider promptly initiates measures to identify and remedy the cause or forwards findings to third-party vendors where applicable. The Provider will provide available workarounds or fixes, which the Customer must implement promptly.

10. Support Contact Point

10.1 The Provider establishes a support contact point for the Customer. This support contact handles inquiries related to technical requirements, usage conditions, and functional aspects of the software.

10.2 The Customer shall designate qualified personnel who collect and submit inquiries to the Provider. Inquiries must be submitted through such personnel and via the communication channels specified by the Provider (e.g., e-mail or ticket system).

10.3 The Provider will process proper inquiries during its normal business hours as part of normal business operations and may refer to available documentation or educational resources. Additional support services (e.g., enhanced response times, service levels, on-site support) require a separate written agreement.

11. Term and Termination

11.1 Services commence on the date stated in the contract and continue for the agreed minimum term. Ordinary termination during the minimum term is excluded.

11.2 After the minimum term, the contract may be terminated with three months’ notice. Otherwise, it renews for one year at a time unless terminated with three months’ notice before the end of the renewal period.

11.3 The right to extraordinary termination for good cause remains unaffected.

11.4 Termination must be in writing. The Customer is responsible for securing its data before the end of the contract. After termination, access to such data is generally no longer possible for data protection reasons. The Provider will assist upon request.

12. Miscellaneous

12.1 The Customer is responsible for compliance with applicable import/export regulations. Duties, fees, and related administrative procedures for cross-border deliveries are borne by the Customer unless otherwise agreed.

12.2 German law applies. The UN Convention on Contracts for the International Sale of Goods (CISG) is excluded.

12.3 The Provider’s General Terms and Conditions apply exclusively. Conflicting terms of the Customer do not apply, even if not expressly rejected. Acceptance of services constitutes acceptance of the Provider’s Terms. Deviating terms apply only if expressly confirmed in writing by the Provider.

12.4 Amendments or supplements require written form. Text form is insufficient where written form is required.

12.5 Place of jurisdiction for merchants, public law entities, or special funds is the Provider’s registered office. The Provider may also sue at the Customer’s place of business.