General Terms and Conditions
Last updated: August 2026
General Terms and Conditions
of
Humane Plus UG (haftungsbeschränkt)
Lagerplatzstraße 4
36391 Sinntal
These General Terms and Conditions (general terms and conditions, „Allgemeine Geschäftsbedingungen“, hereinafter „GTC“) apply to the services of Humane Plus UG (haftungsbeschränkt) (also referred to as „we") that are provided to customers (hereinafter also „Customer“). The Customer's general terms and conditions shall not apply unless we expressly agree to their application. With our services and our GTC we address ourselves exclusively to entrepreneurs within the meaning of § 14 BGB (German Civil Code) as well as legal persons under public law and special funds under public law, but not to consumers (§ 13 BGB).
Preamble
Insofar as the Customer has concluded a SaaS agreement with us on the provision of services, which comes into existence for example through its registration for our services via our registration process together with the subsequent registration confirmation (hereinafter collectively also referred to as the „SaaS Agreement“), the Customer acquires, subject to specific corresponding agreements in the SaaS Agreement, the following services & rights.
Subject matter of the contract
With „Humane Plus“ we offer an AI-supported customer support automation platform for e-commerce merchants in the DACH region who operate their Shopify shop and wish to automate their customer support.
The services that we render to the Customer may contain the components named in the SaaS Agreement or in these GTC or in the documents referenced herein, such as the data processing agreement (Auftragsverarbeitungsvertrag, „DPA“), the service description and the pricing model.
Should the Customer conclude the SaaS Agreement for a company or another organisation, a partnership or a legal person, it warrants that it is authorised to represent and bind such entity legally.
An overview of our services can be found in the service description, which in its respective version is available on our website at /service-description or is apparent from the SaaS Agreement.
Should we process personal data on behalf of the Customer within the scope of the contractual relationship with the Customer, such processing shall take place on the basis of the data processing agreement (Auftragsverarbeitungsvertrag) pursuant to Art. 28 GDPR („DPA“), which takes effect directly upon the SaaS Agreement becoming effective. The DPA applicable in each case is available on our website at /dpa or is attached to the SaaS Agreement as an annex.
Software / software services
Humane Plus and the processes carried out therein constitute a „Software-as-a-Service“ („SaaS“) solution (hereinafter also „Software“ or „Software Services“) which is accessible directly via a web browser.
An overview of our current service portfolio can be found in the service description, which in its respective version is available on our website at /service-description.
We make our Software available to the Customer, and in particular the functions contained therein which access Integrated Services (see clause 5 of these GTC below), in two versions. On the one hand in the „Human-in-the-Loop“ version and on the other hand in the „Fully Automatic Mode“. In the „Human-in-the-Loop“ version the Customer receives the answers and results generated by the Integrated Services as a suggestion, which the Customer and its users can review and amend independently and subsequently use. With the „Fully Automatic Mode“ the Customer decides to use the answers and results generated by the Integrated Services without review and, for example, to send them to its end customers within the scope of its support communication. We expressly point out to the Customer at this point that it uses both versions of our Software under the Customer's own responsibility in accordance with the provisions of these GTC, in particular clauses 5, 6 and 7. In this respect the Customer is solely responsible for the actions carried out with our Software. This applies to a significantly increased extent to the use of our Software in „Fully Automatic Mode“, since in this case a human review of the output of those functions of our Software that operate supported by Integrated Services is no longer possible. In the case of use of the „Fully Automatic Mode“ we expressly recommend that the Customer carry out random checks of the answers and results of those functions of our Software that operate supported by Integrated Services before they are used by the Customer as intended.
We continuously develop the Software further, improve it and add functions to it.
We make our Software Services available to the Customer within the framework of a „subscription model“ (German „Abonnementmodell“), i.e. from a legal point of view as a leased item (Mietsache) for the duration of our contractual relationship. Due to the flexible functionalities and the flexible licence model, the configuration of the functions can be adapted individually to the needs of each Customer.
Web & server hosting
In relation to our Software Services we also render web & server hosting services. Our web & server hosting services comprise in particular the provision of an IT environment for our Software. The IT environment is set up within one or more servers. These servers may in particular consist of virtual private servers or are rented from professional hosting providers.
Within the scope of our web & server hosting services we provide the Customer with storage space in the size booked by the Customer or in the size made available by us within the scope of the model booked by the Customer for the storage of its data.
We ensure that its data processed with our Software Services can be retrieved via the internet and can be exported by the Customer in a common, comprehensive, structured and machine-readable format. Subject to differing provisions concerning the processing of personal data, the Customer may at any time demand the surrender or the transmission of its data to itself or to a third party designated by the Customer in a comprehensive, structured and machine-readable format. We will charge the Customer no costs for this, or only reasonable costs for any effort incurred on our side in this respect.
The parties agree that our services do not constitute a data processing service within the meaning of Regulation (EU) 2023/2854 (Data Act).
The Customer is not entitled to make its storage space available to a third party for use.
Support services
Furthermore, in relation to our Software Services we offer supplementary support services. These support services consist in particular of the installation of security updates and the regular further development of our Software Services.
In addition we guarantee the Customer direct availability for urgent assistance in support cases.
All information on our support services and the corresponding contact points can be found in our service description at /service-description.
Remuneration for our services
The Customer acquires our services in principle on the terms of the pricing model selected at https://humane.plus/pricing.
If an included quota is exceeded, „Ticket Overages“ (tickets used beyond the included quota) are billed per unit in accordance with our pricing model. These Ticket Overages are billed at the end of the respective billing period.
We bill our services in principle on a time and material basis.
All remuneration is understood to be plus value added tax at the statutory rate at the time and place of performance of the service.
The remuneration for the services to be rendered by us is in principle to be paid by the Customer in advance for the respective contractual month. We are further entitled to invoice the Customer for the respective remuneration up to 12 months in advance.
Our invoices become due upon receipt by the Customer and are to be paid without deductions within 14 calendar days to the account stated in the invoice. We are entitled to collect all remuneration via payment service providers. Should we do so, the Customer must also observe the terms and conditions of these payment service providers when using them. We do not charge the Customer a separate fee for any of the payment service providers.
Travel costs and expenses are to be remunerated separately. If the parties have made no determination, this shall be done in accordance with the maximum tax rates applicable at the time of performance of the service.
In addition to contractually agreed price changes, we have the right to adjust our prices, at most once per year, to the development of the costs that are decisive for „price formation“. The following applies to a price adjustment:
Price formation: Decisive for price formation are in particular the costs for technology (e.g. operation of data centres, hardware, technical service) and costs for the operation of the services (licences, in particular software licences, costs of domain registration and administration, costs of our suppliers who perform the service directly at the Customer on our behalf), costs for customer care (e.g. for service hotline, billing and IT systems), personnel and service costs, energy, overheads (e.g. for administration, marketing, rent, interest, financing costs, invoicing and payment) as well as fees, taxes, levies and contributions imposed by public authority. Price-forming factors may here also include in particular the adaptation of our infrastructure to the state of the art and to the level of protection appropriate to the risks to the rights and freedoms of natural persons, as well as to the development of legal and supervisory requirements, in particular in the areas of data protection, telecommunications and consumer protection, and general economic changes, in particular the inflation-related deterioration of the value of money.
The price development of these cost factors may lead both to an increase and to a reduction of the prices to be paid by the Customer.
A price adjustment is limited to the extent of the changes in the cost factors, at most to 15% of the respective current prices.
Both in the case of a price increase and in the case of a price reduction we will take into account whether the price change can be offset by decreased/increased costs in another area.
We will notify the Customer of the change in text form at the latest 4 weeks before the planned effective date. In the event of a price change the Customer has the right to terminate the SaaS Agreement in text form without observing a notice period as of the date on which the change takes effect. This does not apply if the change is based exclusively on a change of taxes, fees, levies and contributions imposed by public authority or has an effect in its favour. The Customer will be separately advised of its right of termination in the notice of change. Should the Customer not terminate within the aforementioned period but express that it does not agree with the price increase („objection“), we have the right, within 4 weeks of its objection, to terminate the SaaS Agreement extraordinarily.
Term of the SaaS Agreement
The SaaS Agreement on the Software is concluded for the duration selected in the SaaS Agreement or in the ordering process, and otherwise, in the absence of specific details, for the standard term of one year from conclusion of the contract („Initial Term“).
The provisions on termination follow from the offer, the SaaS Agreement or the ordering process. Otherwise, i.e. in the absence of a provision in the aforementioned documents and processes, the following applies: The notice period for both parties is one month to the end of the Initial Term.
Termination may be effected in text form (at least by e-mail) or by correspondingly ending the use of our services in its admin area. In the absence of termination the SaaS Agreement is extended in each case by the duration of the Initial Term.
An upgrade of the selected pricing model or an extension of the booked services is possible at any time with immediate effect. The reduction or downgrading („downgrading“) of a pricing model is possible at any time with effect as of the next billing period.
Upon the termination taking effect, access to our services is blocked for the Customer and its users. The Customer may export the content processed with our services until the termination takes effect. Thereafter we will delete its access completely. Support services in connection with the termination may be rendered by us upon request and, where applicable, against separate remuneration.
We reserve the right to discontinue the offering, the support and the further development of our services at any time and to terminate the SaaS Agreement thereupon. The discontinuation of the entire operation and thus also the termination of the SaaS Agreement will occur only for good cause or by granting reasonable notice and transition periods.
The right to terminate this SaaS Agreement extraordinarily for good cause remains unaffected. Good cause exists in particular if:
The Customer is in default (Verzug) with payments for more than 30 days and, following a reminder, does not settle the arrears within one week from the date of receipt of the reminder;
The Customer breaches contractual obligations, such as in particular those under clause 6 of these GTC, despite a warning from our side, in particular continues or tolerates a use of the Software contrary to the contract.
Online registration
Insofar as the Customer licenses our Software via the online registration or ordering process, the following applies:
In order to be able to use our Software in accordance with our GTC, the Customer must create a user account. An online registration is required for this.
Upon successful ordering of our Software Services, the SaaS Agreement on the use of our Software Services comes into existence through the following steps:
Information on the content and costs of the chargeable Software Services offered by us can be found on our website. This information does not yet constitute an offer to conclude a SaaS Agreement on the use of our services.
Only by submitting the corresponding order form does the Customer make a binding offer to us to conclude a SaaS Agreement on the corresponding Software Services.
Before the order form is submitted, we point out that the order is subject to charge and give the Customer the opportunity to take note of these GTC as well as other contractual terms. These can also be downloaded and saved.
Furthermore, before the order form is submitted, we give the Customer the opportunity to review and, if necessary, correct its entries.
After submitting the order form it receives from us a confirmation of receipt of its order to the e-mail address notified by the Customer. This confirmation of receipt in principle also constitutes the acceptance of its offer to use our Software Services.
In this e-mail or in a separate e-mail, the contract text (consisting for example of order contents, GTC, DPA, order confirmation and invoice) is sent or made available to the Customer by us, where applicable as a link (contract confirmation). It can download and save this.
Upon full payment for the acquired Software Services, the Customer receives immediate access to the Software Services, unless otherwise agreed.
We do not store the contract text permanently; the Customer must secure the documents itself.
Integrated Services
For the provision of our services we make use of artificial intelligence services (hereinafter also „Integrated Services“).
We use Integrated Services among other things for the following functions:
Semantic analysis and categorisation of incoming customer e-mails,
Generation of context-accurate suggested replies on the basis of the merchant prompt and Shopify order data,
Internal quality scoring of each generated reply before dispatch, as well as
Assistance in improving the Customer's prompt by analysing sample e-mails.
Within the scope of the use of services which make use of Integrated Services, the following applies:
The answers and results output by the Integrated Services do not constitute legal, tax or professional advice. The Customer has the obligation to review independently, and where applicable to have legally assessed, answers and results which it receives on the basis of the use of our Software Services which in turn make use of Integrated Services.
We give neither a guarantee nor a warranty for the correctness and usability of the answers and results output by the Integrated Services. These may therefore quite possibly be incorrect. Actions derived therefrom should therefore not be based on their content without review.
We give neither a guarantee nor a warranty for the permanent availability of the Integrated Services. Since these are provided by other organisations, we have no influence on the technical availabilities.
We give neither a guarantee nor a warranty that the answers and results are freely usable by the Customer. We expressly point out that all answers and results could be protected by (copy)right. Such protection generally prohibits in particular a further dissemination of the answers and results by the Customer.
The Customer decides itself, and is thus itself responsible for, which information and data it shares with our services that make use of Integrated Services. We do review the Integrated Services as to whether they comply with the applicable laws and our guidelines. Nevertheless, the Customer should not share any information and data that is subject to data protection or to a protection of secrets or that constitutes particularly sensitive information about itself, its employees, customers, third parties etc.
Unless expressly assured or prescribed by law, we assume no responsibility for answers and results, or actions or omissions on the part of the Customer, resulting from the use of our Software Services which make use of Integrated Services. This means that, unless bindingly stipulated by law or unless attributable to us, we are not liable for the correctness and suitability of the answers and results of the Integrated Services for the Customer's intentions or for the actions and omissions which the Customer derives therefrom. In all other respects we are liable in accordance with the liability provisions communicated in these GTC.
The Integrated Services used by us may process positions protected by copyright, or copyright-protected positions may exist in the answers and results output by the Integrated Services. In this respect the following applies: The Customer grants us the right, free of third-party rights, to pass on to the Integrated Services all copyright-protected positions which it processes with our services and thus with the Integrated Services used by us. In respect of the copyright-protected works generated by the Integrated Services, we in turn grant the Customer the non-exclusive right to use these in accordance with the provisions of these GTC within the scope of the use of our services. In this respect the provision on the granting of rights of use pursuant to clause 10 of these GTC applies in particular.
Principles for the rendering of our services
In our Software the Customer has the possibility to create further users. For this purpose we provide the Customer with, or for this purpose the Customer or the users created by the Customer create, corresponding passwords and access codes. The Customer is responsible for providing the correct information about each user created by the Customer required for this process (names, e-mail addresses and contact information) and for always keeping this information up to date. The Customer must oblige every user created to comply with these GTC, the SaaS Agreement as well as all provisions referenced herein.
With our Software and its functions we merely provide the Customer with a technical basis for the purposes to be implemented by the Customer therewith within the limits of the services acquired (see in particular the service description at /service-description). Subject to the application of statutory legal obligations and subject to the provisions in these GTC, we assume no responsibility for the actions carried out with our Software or for the content processed or created with our Software. For all actions carried out by the Customer with our Software and content processed or created, in particular for the handling of its support communication with its end customers and users, the statutory provisions that directly bind the Customer apply, as well as the agreements and contracts which the Customer concludes with its customers, partners, employees etc. with whom or for whom it uses our Software.
Unless we have expressly agreed this, we are not obliged by the provision of our services to bring about an economic or other success on the part of the Customer.
When using our Software the Customer is in particular prohibited from processing content, making it available to third parties or otherwise associating it with our Software, which
contains pornographic or obscene material,
glorifies war, terror and other acts of violence,
is capable of seriously endangering children or young persons morally,
depicts people in a manner violating human dignity and/or reproduces actual events without an overriding legitimate interest existing precisely in this form of reporting,
incites hatred against parts of the population or against a national, racial, religious group or a group defined by its ethnic origin, calls for violent or arbitrary measures against them or attacks the human dignity of others by insulting, maliciously disparaging or defaming parts of the population or one of the aforementioned groups,
depicts cruel or otherwise inhuman acts of violence against humans or animals in a manner which expresses a glorification or trivialisation of such acts of violence or which portrays the cruel or inhuman nature of the event in a manner violating human dignity,
is capable of disavowing, insulting, threatening others or of slandering someone.
For the use of our Software, since it is a „SaaS software“, the provisions of tenancy law apply. Maintenance measures such as updates, patches, hotfixes are part of our service. Further-reaching support is offered upon corresponding agreement. Beyond the maintenance measures, the statutory law on warranty for defects (Gewährleistung) in leased items applies.
Adaptations, changes and additions to the Software as well as measures which serve to identify and remedy malfunctions will lead to a temporary interruption or impairment of accessibility only if this is imperatively necessary for technical reasons.
The availability of the Software under this SaaS Agreement is 90% on an annual average including maintenance work. The availability will not be impaired or interrupted for longer than two consecutive calendar days.
The Customer may not make our services available to third parties for commercial use.
We are entitled to have our services rendered by third parties and subcontractors.
Since, in connection with the rendering of our services, we give the Customer the possibility to connect Customer-owned or Customer-licensed services, such as its shop systems, e-mail programs, social media channels, communication channels such as WhatsApp, Meta business accounts or other services licensed by itself, the Customer remains independently responsible for complying in this respect with the statutory and contractual provisions on the use of these services.
We have the right, at our own discretion, to make available in our Software during the term of the SaaS Agreement updates, upgrades, extensions and other substantial improvements. The Customer acknowledges that such measures may lead to changes in the appearance and/or the functionality of the Software, of the supported environment, and/or that the continued use of the Software may make it necessary for it to update its own system, including new operating systems (e.g. IOS, Android or Windows) or web browsers.
In the event of force majeure we are entitled, for the corresponding duration, to postpone our services by the duration of the impediment plus a reasonable start-up time, provided that the rendering of the service is actually impossible for us. Force majeure means events not attributable to us or to a subcontractor and not foreseeable at the time of conclusion of the contract, such as operational disruptions, strike, lockout, staff shortage, pandemics and epidemics, official orders and similar circumstances. The right of each party to terminate the SaaS Agreement for good cause in the event of prolonged force majeure remains unaffected.
The Customer is responsible for the actions of its users and is answerable for them as for its own actions.
Via links or functionalities in our Software the Customer may reach third-party websites and software which are not operated by us and for which we are not responsible. Such links or functionalities are either clearly marked or recognisable by a change in the address bar of the browser or a change of the user interface.
When using our Software the Customer is prohibited from:
infringing third-party protective rights such as trade marks, copyrights and name rights,
using measures, mechanisms or software in connection with our Software which may disrupt the function and the operation of the Software,
taking measures which may result in an unreasonable or excessive burden on the technical capacities of the Software,
blocking, overwriting or modifying content,
carrying out reverse engineering with regard to our services,
adding elements to the Software or changing, deleting or otherwise modifying elements of the Software,
copying, extracting or otherwise using graphical elements or attempting to decompile the source code of the Software (subject to § 69e UrhG (German Copyright Act)),
applying aids which interfere with the operation of the Software (in particular so-called „bots“, „hacks“ etc.),
obtaining premium functions or other advantages, such as the systematic or automatic control of the Software or of individual functions of the Software, through the use of third-party software or other applications, or exploiting program errors to its own advantage („exploits“),
disseminating commercial advertising for third-party products or programs in connection with our services,
using documents, files, third-party IT systems and data containing malicious code or viruses in connection with our services,
employing mechanisms, software and scripts going beyond the functionalities and interfaces made available, in particular if this blocks, modifies, copies or overwrites our services, as well as
impairing our Software through data alteration (§ 303a StGB (German Criminal Code)), computer sabotage (§ 303b StGB), falsification of data relevant for evidence (§§ 269, 270 StGB), suppression of data relevant for evidence (§ 274 StGB), computer fraud (§ 263a StGB), spying out of data (§ 202a StGB), interception of data (§ 202b StGB) or other criminal offences.
We are entitled, upon stating legitimate reasons, to refuse access to our Software and to block or exclude the Customer or its users, or to terminate the SaaS Agreement extraordinarily, should we receive repeated complaints about the Customer or should the requirements of the SaaS Agreement and these GTC, other requirements communicated by us or compliance with statutory provisions be repeatedly disregarded. We will inform the Customer of this without undue delay in each case and give it the opportunity to comment. Before a complete blocking or a complete exclusion we will inform the Customer thereof a reasonable time in advance, stating the corresponding reasons. Insofar as the Customer eliminates the reason which led to the refusal, blocking or exclusion, we will examine a readmission to our Software.
Duties of the Customer to cooperate
The following contributions and acts of cooperation are in particular to be rendered by the Customer to us free of charge as ancillary performance obligations:
Ensuring that the Customer has all necessary data protection consents and authorisations of its end customers and users so that the provision and use of our services vis-à-vis these end customers and users can take place in compliance with the law. In this respect it applies that the Customer is prohibited from processing special categories of personal data pursuant to Art. 9 GDPR with our Software.
Ensuring that the Customer complies, under its own responsibility, with all laws applicable to it, such as in particular the requirements of the AI Act (KI-Verordnung) and all legal obligations arising therefrom, such as in particular the transparency obligation under Art. 50 AI Act, vis-à-vis its own end customers and users.
If necessary: granting of the required rights of use in third-party software, in particular databases, server operating systems and applications.
If necessary: creation of backups of the IT system and other IT components.
Reports of material and legal defects as well as of malfunctions must contain a description of the problem (e.g. with screenshots, anonymised log files).
If necessary: notification of the guidelines applicable at the Customer on remote access to its IT system.
If necessary: provision of test cases, test data and test environments.
In the case of security-relevant updates we reserve the right to adapt our services at short notice. Adaptations resulting therefrom on its IT systems are to be carried out by the Customer. Where required we provide the Customer with assistance in this respect.
Independent integration of the Software (where applicable together with an interface) into the existing IT system of the Customer, on its own responsibility.
The Customer is responsible for ensuring that the technical prerequisites for the functionality of our Software are given at the Customer, in particular with regard to the operating system, the connection to the internet and the (browser) software, observing the technical requirements possibly issued by us in each case. In the event of a further development or change of the technical components of the Software (e.g. operating system, browser software) it is incumbent on the Customer to carry out the necessary adaptations to the software used by the Customer.
If the rendering of our service is delayed due to a circumstance for which the Customer, its legal representatives, employees or vicarious agents are responsible, any agreed dates shall be postponed by the corresponding period. We are therefore released from our obligation to perform until its duties to cooperate have been properly rendered.
General liability
Subject to separate provisions in the SaaS Agreement or in these GTC, we are liable for direct damage to property and financial loss caused by us, our legal representatives, vicarious agents and the subcontractors engaged by us.
In the case of simple negligence our liability is limited to the damage typical for the contract and foreseeable. Outside the breach of essential contractual obligations our liability for compensation of indirect damage to property and financial loss, in particular lost profit, is entirely excluded in the case of simple negligence. In the case of force majeure as well as in the case of the free use of our services, our liability is entirely excluded in the case of simple negligence. Essential contractual obligations are those the fulfilment of which makes the proper performance of the SaaS Agreement possible in the first place and on the fulfilment of which one may rely. Both parties agree that the damage typical for the contract and foreseeable is limited to 2 times the annual remuneration.
We are liable without limitation as to amount in the case of injury to life, body or health as well as in the case of intentional, grossly negligent or fraudulent conduct. The same applies in the case of the written assumption of a guarantee for the quality or durability of a service to be rendered by us.
Our liability under the Produkthaftungsgesetz (German Product Liability Act) remains unaffected.
The Customer is answerable for the actions of its employees, legal representatives, vicarious agents and any other users of our services as for its own actions. In addition, within the scope of its responsibility (see in particular clauses 5 to 7 of these GTC), in the event of a circumstance leading to damage for which we are not responsible, the Customer must indemnify us on first demand against liability claims of third parties on account of damage caused to third parties and other affected persons by its use of our services.
Warranty for defects (Gewährleistung) for our services
In the event of material and legal defects, the statutory provisions apply subject to the stipulations in this clause.
§ 377 HGB (German Commercial Code) applies. All claims for defects are subject to the condition of its notification of defects without undue delay pursuant to § 377(1) and (3) HGB.
Material defects
We will remedy the notified defects in the Software within a reasonable period at our expense.
The Customer must enable us to have the access to the Software required for remedying the defect.
In the event of the twofold failure of the owed remedying of defects, the Customer is entitled to terminate the SaaS Agreement extraordinarily pursuant to § 543(2) sentence 1 no. 1 BGB. A failure of the remedying of defects exists in particular if the remedying of defects is impossible for us, if we refuse the remedying of defects or if the remedying of defects by us is unreasonable for the Customer for other reasons.
In the case of lease, the no-fault liability for damages for defects existing at the time of handover under § 536a(1) BGB is excluded.
Legal defects
Our services are provided to the Customer free of third-party rights. The Customer must inform us without undue delay in text form if it obtains knowledge of third-party rights in our services.
At our request the Customer must leave to us the defence against the claims asserted by third parties, make available to us all information necessary for this, issue declarations and grant powers. In return we indemnify the Customer against payment and damages claims on account of third-party rights.
If our services are in fact encumbered with third-party rights, we are entitled, at our option,
to eliminate the third-party rights or their assertion (e.g. by paying licence fees), or
to modify our services in such a way that third-party rights are no longer infringed.
General
Claims for defects lapse if the Customer has made changes to the services without our prior consent or if the services are used by the Customer for a purpose not covered by this SaaS Agreement and we are not responsible for the occurrence of the defect.
All claims on account of defects become time-barred, insofar as they are not already limited or excluded under the aforementioned provisions, in 12 months.
The Customer's right of use
Use of the software & general matters
The Customer receives a non-exclusive, simple right to use our services, limited in time to the duration of the SaaS Agreement and unlimited in territory.
The users created by the Customer are equally entitled to use the Software, provided that the corresponding licences have been acquired.
No independent authority to sublicense or otherwise transfer its rights of use to third parties is associated herewith.
The Customer is not entitled to exhibit, publicly communicate, in particular make publicly available, edit, redesign, translate, decompile or otherwise modify the Software. Its rights under §§ 69d(3), 69e UrhG remain unaffected.
We are entitled to use our services including new releases, as well as general know-how, experience, methods and procedures otherwise developed in connection with the SaaS Agreement, in other ways (making available to third parties, as open source software etc.).
Subject to any agreement to the contrary, test and demo licences are limited to a term of up to 30 days.
The contents of our services are our exclusive property or in our exclusive ownership of rights, or the property / ownership of rights of our service providers. All contents are protected by national and international law, in particular copyright law. The unauthorised dissemination, reproduction, exploitation or other infringement of our industrial property rights and copyrights will be prosecuted under civil and/or criminal law.
Our rights in the Customer Content
Customers and users are independently responsible, within the scope of the uploading, dissemination and processing of documents, images or other content (hereinafter also „Customer Content“) in connection with our services, for ensuring that no third-party rights, in particular no copyrights, positions protected by the general right of personality or by data protection law of third persons, are infringed thereby. Customers transfer to us the rights of use in the Customer Content which we require for the rendering of our services. Insofar as required for the rendering of our services, Customers therefore grant us in their Customer Content — should we not in an individual case demand more far-reaching rights of use from Customers — a non-exclusive right of use, unlimited in territory and time and applying without restriction to all types of use, for the rendering of our services. This right of use ends as soon as the Customer deletes the content or the SaaS Agreement is terminated, unless further storage is legally mandatory, permissible or required.
We have the right at any time to remove or block Customer Content if we determine that it infringes third-party rights, these GTC or statutory provisions.
Data protection
We collect, process and use personal data in connection with the provision of our Software. All information on the handling of personal data by us within the scope of the contract can be found in our privacy policy, which is available at any time at /privacy.
If the Customer obtains under the contract the possibility to take note of personal data from us or third parties, it warrants that it will process such data only in a lawful manner and for a purpose in conformity with the contract and observing the statutory requirements.
Confidentiality
Within the scope of the cooperation both parties obtain knowledge of trade secrets of the respective other party or of third parties. A trade secret is information which is neither generally known nor readily accessible to the persons who usually deal with this type of information, which is therefore of economic value and which is thus the subject of reasonable measures of secrecy (cf. § 2 GeschGehG (German Trade Secrets Act)).
A trade secret is furthermore information which is marked as a trade secret, which is protected by industrial property rights or copyright, which falls under banking secrecy or data protection and in respect of which a legitimate interest in secrecy exists. Information is not a trade secret,
which is known to the respective other party before the disclosure,
which has become known to the public after the disclosure without the involvement of the receiving party,
which the receiving party has learned from an authorised third party,
which the receiving party has itself developed,
which must be published pursuant to law, official order or court decision; insofar as legally permissible, the receiving party will inform the other party before the disclosure of confidential information,
insofar as the receiving party is permitted to use or pass on the confidential information on the basis of mandatory statutory provisions or on the basis of the engagement.
The receiving party as well as all persons who come into contact with trade secrets as intended are obliged to treat the trade secrets in strict confidence and to use them or disclose them to third parties and employees only if this is required in connection with the business purpose. In all other respects the receiving party will protect the trade secrets from being taken note of by third parties.
The parties will impose on their employees or third parties to whom they pass on confidential information a confidential treatment of this information within the scope of the respective service and employment relationships, with the proviso that the confidentiality obligation continues to exist beyond the end of the respective service or employment relationship, insofar as a corresponding general obligation to maintain confidentiality does not already exist
Objects as well as files or other incorporeal objects on which trade secrets are located are to be deleted without undue delay or surrendered to the disclosing party at the request of the disclosing party or at the latest upon termination of the contractual relationships, unless statutory retention obligations preclude this.
Transfer to third parties
We are entitled to transfer the SaaS Agreement to a legal successor or to an affiliated company. We will inform the Customer of this in text form at least two months before the planned transfer.
A transfer of the SaaS Agreement to a third party requires its prior consent. In the event of its objection the SaaS Agreement will be continued unchanged. The objection is deemed good cause for the extraordinary termination of the SaaS Agreement by us.
Reference naming
Both parties are entitled, upon prior approval of the respective other party, which must be given at least in text form (e-mail sufficient), to mention the respective other party accordingly, together with logo and short description of the respective undertaking, in their external presentation. The information necessary for this, such as logo, descriptive texts, version status, contact and support channels, is to be provided in advance.
Final provisions
The assignment of individual claims under this SaaS Agreement requires the prior consent of the respective other party in text form. The assignment of monetary claims is excluded from this.
The law of the Federal Republic of Germany applies exclusively to the entire contractual relationship of the parties, to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
The place of jurisdiction for all disputes arising from the contractual relationship is the court having subject-matter jurisdiction at our registered office.
Compliance with export control law as well as compliance with all import and export provisions in relation to our services rests exclusively with the Customer.
Subject to separate provisions in these GTC on price adjustment, the following applies in relation to changes and additions to the GTC as well as to the entire SaaS Agreement: Changes and additions to the GTC as well as to the entire SaaS Agreement existing between us require text form (e-mail sufficient) for their effectiveness, unless the following explanations prescribe specific formal or procedural requirements.
Changes and additions which are (have to be) made by us due to changed legal or technical requirements for our rendering of services and which have no negative effects on the services to which the Customer is entitled become effective if the Customer does not object to a change within one (1) month of receipt of a notice of change in text form and we have advised it in advance of its right of objection. If the Customer objects to the change, the SaaS Agreement continues to apply unchanged and we are entitled to terminate the SaaS Agreement extraordinarily with a notice period of one (1) month to the end of the next calendar month.
Changes and additions to the SaaS Agreement which we wish to make due to changed service, remuneration or other commercial or operational requirements and which have negative effects on our contractual relationship for the Customer become effective only if it expressly consents to them. This consent may be given by clicking a consent button in the notice of change (e-mail or pop-up within the scope of the use of our services) or by another simple & transparent means made available. Should the Customer not consent, the SaaS Agreement continues to apply unchanged and we are entitled to terminate the SaaS Agreement within the contractually agreed notice periods.
Text form also applies to a change of this form clause. The precedence of individual ancillary agreements remains unaffected.
The aforementioned periods do not apply and there is merely a right to information about changes to the SaaS Agreement, insofar as the changes are necessary to avert an unforeseen and imminent danger in order to protect against fraud, malware, spam, breaches of data protection or other cyber security risks.
Should one of the provisions of the SaaS Agreement be invalid or should the SaaS Agreement contain a gap requiring regulation, this does not affect the validity of the remaining or incomplete provisions. In this case the parties undertake to replace or complete the invalid or incomplete provisions with provisions which come economically closest to the invalid or incomplete provisions.