General Terms and Conditions with Customer Information

Table of Contents

1. Scope of Application
2. Provider's Services
3. Service Modifications
4. Conclusion of Contract
5. Right of Withdrawal
6. Granting of Usage Rights by the Provider
7. Granting of Usage Rights by the Customer
8. Customer's Obligations
9. Moderation and Restriction of Content
10. Remuneration and Payment Terms
11. Contract Duration and Termination
12. Warranty for Defects
13. Liability
14. Indemnification
15. Confidentiality
16. Amendment of Terms and Conditions
17. Applicable Law, Jurisdiction
18. Alternative Dispute Resolution

1) Scope of Application

1.1 These General Terms and Conditions (hereinafter "GTC") of Bastian Schröder (hereinafter "Provider"), apply to all contracts for the provision of services in the field of Software-as-a-Service (hereinafter "SaaS"), which a consumer or business (hereinafter "Customer") concludes with the Provider regarding the services presented by the Provider on its website. The subject of the contract is the paid, time-limited provision of software (hereinafter "Software") in digital form via the Internet for the duration of the contract, as well as the provision of storage space on the Provider's servers. The inclusion of the Customer's own terms and conditions is hereby rejected, unless otherwise agreed.

1.2 A consumer within the meaning of these GTC is any natural person who enters into a legal transaction for purposes that are predominantly outside their trade, business, or profession.

1.3 A business within the meaning of these GTC is a natural or legal person or a partnership with legal capacity that, when entering into a legal transaction, acts in the exercise of their trade, business, or self-employed professional activity.

1.4 If the Software is also provided via mobile applications (hereinafter "Apps"), different terms and conditions of the respective app store operator may apply to the use of the Apps, to which the Customer may be referred during the ordering process of the respective app store. Insofar as the terms and conditions of the app store operator deviate from these terms and conditions, the terms and conditions of the app store operator shall take precedence.

2) Provider's Services

2.1 The Provider makes software available to the Customer in digital form via the Internet for the duration of the agreed contract term. For this purpose, the Provider provides the Customer with access to the software, which remains on the Provider's server. The scope of functions and technical specifications of the software are described in more detail in the service description on the Provider's website. The Provider is only obliged to provide the software with the functionalities defined in the service description. In particular, the Provider is not obliged to establish and maintain the data connection between the Customer's IT system and the Provider's server.

2.2 The software is updated by the Provider at irregular intervals. Accordingly, the Customer only receives a right to use the software in its current version. However, the Customer has no claim to bring about a specific state of the software.

2.3 The Provider provides the Customer with limited storage space on its servers for use of the software. The extent of storage space is described in more detail in the service description on the Provider's website.

2.4 The Provider provides the aforementioned services with an overall availability of 98%.

Availability is calculated based on the time attributable to the respective calendar month in the contract period, minus maintenance times. The Provider will carry out maintenance work during low-usage periods whenever possible.

2.5 The Provider takes measures for data backup in accordance with the state of the art. However, the Provider does not have a custody or care obligation. The Customer is responsible for adequate data backup themselves.

2.6 The Provider provides the Customer with an operating manual in electronic form.

2.7 Unless otherwise stated in the service description on the Provider's website, the Provider does not owe any support beyond the contractual maintenance obligation of the software.

3) Service Modifications

3.1 The Provider reserves the right to change the services offered or to offer different services, unless this is unreasonable for the Customer.

3.2 The Provider also reserves the right to change the services offered or to offer different services,

• insofar as the Provider is obliged to do so due to a change in the legal situation;
• insofar as the Provider thereby complies with a court judgment or administrative decision directed against it;
• insofar as the respective change is necessary to close existing security gaps;
• if the change is merely advantageous for the Customer; or
• if the change is purely technical or procedural in nature without significant effects for the Customer.

3.3 Changes with only an insignificant influence on the Provider's services do not constitute service modifications within the meaning of this clause. This applies in particular to changes of a purely graphical nature and the mere change in the arrangement of functions.

4) Conclusion of Contract

4.1 The services described on the Provider's website do not constitute binding offers on the part of the Provider, but serve to enable the Customer to submit a binding offer.

4.2 The Customer can submit the offer via the online order form provided on the Provider's website. After entering their personal data, the Customer submits a legally binding contractual offer with respect to the selected services by clicking the button that concludes the ordering process.

4.3 The Provider may accept the Customer's offer within five days,

• by sending the Customer a written order confirmation or an order confirmation in text form (fax or email), whereby the receipt of the order confirmation by the Customer is decisive, or
• by requesting payment from the Customer after they have placed their order.

If several of the aforementioned alternatives exist, the contract is concluded at the time when one of the aforementioned alternatives occurs first. The period for acceptance of the offer begins the day after the Customer sends the offer and ends with the expiry of the fifth day following the sending of the offer. If the Provider does not accept the Customer's offer within the aforementioned period, this is deemed a rejection of the offer, with the result that the Customer is no longer bound by their declaration of intent.

4.4 When submitting an offer via the Provider's online order form, the contract text is stored by the Provider after the conclusion of the contract and transmitted to the Customer in text form (e.g. email, fax or letter) after sending their order. The Provider does not make the contract text accessible beyond this. If the Customer has set up a user account for the Provider's website before sending their order, the order data will be archived on the Provider's website and can be accessed free of charge by the Customer via their password-protected user account by providing the corresponding login data.

4.5 Before binding submission of the order via the Provider's online order form, the Customer can identify possible input errors by carefully reading the information displayed on the screen. An effective technical means for better detection of input errors can be the browser's zoom function, with the help of which the display on the screen is enlarged. The Customer can correct their entries as part of the electronic ordering process using the usual keyboard and mouse functions until they click the button that concludes the ordering process.

4.6 The German language is available for the conclusion of the contract.

4.7 Order processing and contact usually take place via email and automated order processing. The Customer must ensure that the email address provided by them for order processing is correct so that emails sent by the Provider can be received at this address. In particular, when using SPAM filters, the Customer must ensure that all emails sent by the Provider or by third parties commissioned by the Provider for order processing can be delivered.

5) Right of Withdrawal

Consumers are generally entitled to a right of withdrawal. More detailed information on the right of withdrawal can be found in the Provider's withdrawal policy.

6) Granting of Usage Rights by the Provider

The Provider is the owner of all usage rights required to provide the software. Unless otherwise stated in the service description on the Provider's website, the Provider grants the Customer a non-exclusive, non-transferable right to use the software for private and business purposes within the framework of these GTC, limited in time to the duration of the contract. Any use of the software beyond this is not permitted.

7) Granting of Usage Rights by the Customer

The Provider is entitled to use content and information provided to it by the Customer for the service within the framework of its contractual obligations and whose processing is necessary for proper service provision. The Customer grants the Provider free of charge, non-exclusively and for the duration of the contract the usage rights necessary for this purpose, in particular the right to permanent storage, the right to reproduction, and the right to edit, and assures that they are entitled to grant these usage rights.

8) Customer's Obligations

8.1 The Customer ensures that the hardware and software they use, including workstation computers, routers, data communication devices, etc., meet the minimum technical requirements for using the currently offered software version.

8.2 The Customer is obliged to protect and store the access data provided to them in accordance with the state of the art against access by third parties. The Customer ensures that use only takes place within the contractually agreed scope. Unauthorized access by third parties must be reported to the Provider immediately.

8.3 The Customer may not store any data on the provided storage space whose use violates applicable law, official requirements or orders, third-party rights, or agreements with third parties.

8.4 The content stored by the Customer on the storage space designated for them may be protected by data protection law. The Customer checks on their own responsibility whether their use of personal data meets data protection requirements.

8.5 The Customer is responsible for regularly performing appropriate data backups.

8.6 The Customer is obliged to check their data and information for viruses or other harmful components before entering them and to use measures appropriate to the state of the art (e.g. virus protection programs) for this purpose.

8.7 The Customer ensures that programs, scripts, etc. installed by them do not endanger the operation of the Provider's server or communication network or the security and integrity of other data stored on the Provider's servers.

8.8 If programs, scripts, etc. installed by the Customer endanger or impair the operation of the Provider's server or communication network or the security and integrity of other data stored on the Provider's servers, the Provider may deactivate or uninstall these programs, scripts, etc. If eliminating the danger or impairment requires it, the Provider is also entitled to interrupt the connection of the content stored on the server to the Internet. The Provider will inform the Customer of this measure immediately.

9) Moderation and Restriction of Content

9.1 The Provider is generally not obliged to proactively check the content posted by Customers for legality or compatibility with third-party rights or these GTC. Nevertheless, the Provider reserves the right to check Customer content for legality on its own initiative in individual cases and to take measures in accordance with the following provisions in the event of identified violations.

9.2 Customers and affected third parties can report allegedly illegal content to the Provider using the contact information in the Provider's imprint (e.g. by email). The Provider is free to forward the content of a report to the Customer who posted the reported content. The identity of the reporting person will only be disclosed to the Customer if this is absolutely necessary.

9.3 In the case of reports and as part of reviews carried out on the Provider's own initiative, human content control is generally performed. In individual cases, automated technical review procedures may be used as a supplement.

9.4 If, following a report or as part of a review on the Provider's own initiative, the illegality of content published by the Customer is determined, the Provider is entitled to take one or more of the following measures at its reasonable discretion, even without prior notice or contact:

• Warning to the publishing Customer,
• Temporary blocking or permanent deletion of the affected content,
• Temporary or permanent suspension of contractually assumed obligations,
• Termination of the contractual relationship (ordinary or extraordinary for good cause).

9.5 When choosing the measures to be taken, the Provider will consider the principles of proportionality and weigh the interests of the affected Customer against its own interests in the unhindered, trouble-free, and integral continuation of its business activities. Criteria that are taken into account when imposing a measure are:

• The statement and significance of the specific content and its violation or endangerment potential,
• The frequency of publication of inadmissible content by the Customer,
• The ratio of publication of inadmissible content by the Customer to their other service use,
• If recognizable, the intentions pursued by the Customer with the publication of inadmissible content,
• If recognizable, the existence and degree of fault of the publishing Customer.

9.6 If Customers frequently submit obviously unfounded reports or complaints, the Provider suspends the processing of reports and complaints from these Customers after prior warning for an appropriate period of time.

10) Remuneration and Payment Terms

10.1 Unless otherwise stated in the Provider's service description, the prices stated are total prices that include statutory VAT.

10.2 The payment options and payment modalities are communicated to the Customer on the Provider's website.

10.3 The remuneration is invoiced by the Provider in advance for the agreed service period and can be paid by the Customer by bank transfer to the bank account specified by the Provider. Unless otherwise stated in the content of the invoice, the invoice amount is due for payment immediately.

11) Contract Duration and Termination

11.1 The contract is concluded for an indefinite period, but at least for the minimum term evident from the service description on the Provider's website. The contract can be terminated during the minimum term with one month's notice to the end of the minimum term and after expiry of the minimum term at any time with one month's notice.

11.2 The right to extraordinary termination for good cause remains unaffected. Good cause exists if, taking into account all circumstances of the individual case and weighing the interests of both parties, the terminating party cannot be expected to continue the contractual relationship until the agreed termination or until the expiry of a notice period.

11.3 Terminations can be made in writing, in text form (e.g. by email) or in electronic form via the termination device (cancellation button) provided by the Provider on its website.

11.4 Upon termination of the contract, the Customer loses access to their user account. Furthermore, upon termination of the contract, the Provider's obligation to store the Customer's uploaded data also expires.

12) Warranty for Defects

If the Customer acts as a consumer, the provisions of the statutory warranty for defects apply.

If the Customer acts as a business, the provisions of the statutory warranty for defects apply, taking into account the following restrictions.

12.1 The Customer must notify the Provider immediately of any defects, malfunctions, or damage that occur.

12.2 The warranty for only insignificant reductions in the suitability of the service is excluded.

12.3 Strict liability pursuant to Section 536a (1) of the German Civil Code (BGB) for defects that already existed at the time of conclusion of the contract is excluded.

12.4 Termination by the Customer due to failure to provide contractual use is only permissible if the Provider has been given sufficient opportunity to remedy the defect and this has failed. A failure to remedy the defect can only be assumed if this is impossible, if it is refused by the Provider or unreasonably delayed, if there are justified doubts regarding the prospects of success, or if unreasonableness for the Customer exists for other reasons.

13) Liability

13.1 The Provider is liable for all contractual, quasi-contractual, and statutory claims, including tortious claims for damages and reimbursement of expenses as follows:

13.2 The Provider is liable without limitation on any legal grounds

• in case of intent or gross negligence,
• in case of intentional or negligent injury to life, body, or health,
• based on a guarantee promise, unless otherwise stipulated in this regard,
• based on mandatory liability such as under the Product Liability Act.

13.3 If the Provider negligently breaches an essential contractual obligation, liability is limited to the foreseeable damage typical for the contract, unless unlimited liability applies pursuant to the preceding clause. Essential contractual obligations are obligations that the contract imposes on the Provider according to its content for achieving the purpose of the contract, whose fulfillment enables the proper performance of the contract in the first place, and on whose compliance the Customer may regularly rely.

13.4 Otherwise, liability of the Provider is excluded.

13.5 The above liability provisions also apply with regard to the Provider's liability for its vicarious agents and legal representatives.

14) Indemnification

The Customer indemnifies the Provider against all claims that other Customers or other third parties assert against the Provider due to violation of their rights based on content posted by the Customer or their other use. The Customer also assumes the necessary costs of legal defense including all court and attorney fees at the statutory rate. This does not apply if the Customer is not responsible for the legal violation. The Customer is obliged to provide the Provider immediately, truthfully, and completely with all information necessary for examining the claims and for defense in the event of a claim by third parties.

15) Confidentiality

The Provider undertakes to maintain secrecy about all confidential information of which it becomes aware in connection with this contract and its implementation and not to disclose it to third parties. Confidential information is that which is marked as confidential or whose confidentiality arises from the circumstances, regardless of whether it was communicated in written, electronic, embodied, or oral form. The confidentiality obligation does not apply insofar as the Provider is legally obliged or by force of final administrative or court decisions to disclose the confidential information.

16) Amendment of Terms and Conditions

16.1 The Provider reserves the right to change these GTC at any time, provided the Customer consents to the change.

16.2 The Provider also reserves the right to change these GTC without the Customer's consent,

• insofar as the Provider is obliged to do so due to a change in the legal situation;
• insofar as the Provider thereby complies with a court judgment or administrative decision directed against it;
• insofar as the Provider introduces additional, completely new services, services, or service elements that require a service description in the GTC, unless the existing usage relationship is thereby adversely changed;
• if the change is merely advantageous for the Customer; or
• if the change is purely technically or procedurally caused, unless it has significant effects for the Customer.

16.3 The Provider will inform the Customer of significant changes to these GTC in good time and in an appropriate form. Significant are those changes that would shift the contractual relationship considerably to the disadvantage of the Customer or would be equivalent to the conclusion of a completely new contract. These include, for example, regulations on the type and scope of the service or on contract duration and termination modalities.

16.4 The Customer's right of termination remains unaffected.

17) Applicable Law, Jurisdiction

The law of the Federal Republic of Germany applies to all legal relationships between the parties. For consumers, this choice of law only applies insofar as the protection granted by mandatory provisions of the law of the state in which the consumer has their habitual residence is not withdrawn.

18) Alternative Dispute Resolution

The Provider is neither obliged nor willing to participate in a dispute resolution procedure before a consumer arbitration board.