General Terms and Conditions for the nebty Software

1. Scope and Definitions

1.1. These General Terms and Conditions (GTC) apply to all contracts between [Your Company Name], [Your Address] (“we”, “us”) and our customers (“Customer”) regarding the provision and use of our service “nebty” as a Software as a Service (SaaS).

1.2. Our offer is directed exclusively at entrepreneurs (§ 14 German Civil Code, BGB), legal entities under public law, or special funds under public law. By concluding the contract, the Customer confirms their status as an entrepreneur.

1.3. Our GTC apply exclusively. Deviating, conflicting, or supplementary GTC of the Customer shall only become part of the contract if and to the extent that we have expressly agreed to their validity in text form.

1.4. Individual agreements made with the Customer in individual cases (including side agreements, supplements, and amendments) shall take precedence over these GTC. Subject to proof to the contrary, a contract in text form or our confirmation in text form shall be authoritative for the content of such agreements.

1.5. Legally relevant declarations and notifications by the Customer with regard to the contract (e.g., notifications of defects, setting of deadlines, termination) must be made in text form (e.g., email, letter).

2. Conclusion of Contract

2.1. Free Version (Free Plan): A contract for the use of the free version of our service is concluded upon the Customer’s successful registration on our website and the subsequent activation of access by us.

2.2. Paid Versions (Paid Plans): The presentation of our paid services on the website constitutes a non-binding invitation to submit an offer. By completing the order process, the Customer makes a legally binding offer to conclude a paid contract. The contract is concluded when we accept this offer, either through an order confirmation via email or by the immediate activation of the service to the booked extent.

3. Scope of Services and Availability (SLA)

3.1. The specific scope of services (e.g., number of reports, range of functions) depends on the plan selected by the Customer (free or paid version) according to the service description on our website at the time the contract is concluded.

3.2. Free Version: The free version is a voluntary and gratuitous service provided by us. a) There is no entitlement to a specific range of functions or the maintenance of the service. We reserve the right to change, restrict, or completely discontinue the scope of services of the free version at any time and without prior notice. b) No availability commitments (Service Level Agreements, SLAs) or support services are guaranteed for the free version.

3.3. Paid Versions: a) We guarantee an availability of 99.0% on an annual average for our paid services. b) Excluded from availability are planned maintenance windows, which we will announce to the Customer with reasonable notice if possible, as well as downtimes due to force majeure or other causes beyond our control (e.g., disruptions of public communication networks, fault of the Customer). c) Should the guaranteed availability not be met, the Customer is entitled to a pro-rata credit of the fees paid for the relevant period, which will be offset against future payments. Further claims are excluded, unless otherwise stipulated in § 9 (Liability).

4. Prices and Payment Terms

4.1. The use of the free version is free of charge.

4.2. For paid versions, the prices shown on our website at the time of contract conclusion shall apply. All prices are exclusive of the applicable statutory value-added tax (VAT).

4.3. The agreed remuneration is due in advance depending on the selected plan (e.g., monthly, annually) and will be charged via the payment method specified by the Customer. Invoices are sent electronically via email.

4.4. If the Customer defaults on payment, we are entitled to demand default interest at the statutory rate. We reserve the right to claim further damages for default. Furthermore, we are entitled to block the Customer’s access to the service after prior notice until the outstanding payments have been settled.

4.5. We are entitled to adjust the prices for paid contracts for the next contract period with a notice period of six weeks in text form. In the event of a price increase, the Customer has the right to terminate the contract extraordinarily at the time the increase takes effect.

5. Contract Term and Termination

5.1. Free Version: The contract for the use of the free version is concluded for an indefinite period and can be terminated by either party at any time without notice.

5.2. Paid Versions: a) The contract has the minimum term selected during the order process (e.g., one month or one year). b) It can be terminated by either party with a notice period of fourteen (14) days to the end of the respective term. If not terminated in time, the contract is automatically extended by the duration of the original term. c) Termination must be in text form.

5.3. The right of both parties to extraordinary termination for cause remains unaffected. A cause for us exists in particular if the Customer is in arrears with the payment of a fee for more than 30 days or persistently violates their obligations under § 6 (Rights of Use) or § 7 (Customer’s Obligations to Cooperate).

6. Rights of Use

6.1. For the duration of the contract, we grant the Customer a simple, non-transferable, and non-sublicensable right to use the SaaS service for their own business purposes within the agreed scope.

6.2. The Customer is prohibited from: a) copying, selling, renting, or otherwise making the software or parts thereof available to third parties, b) reverse engineering, decompiling, disassembling, or otherwise attempting to discover the source code of the software, c) circumventing security mechanisms of the software, d) using the service for illegal purposes or for the distribution of illegal content.

7. Customer’s Obligations to Cooperate

7.1. The Customer is solely responsible for the legality of the data and content entered, uploaded, and processed by them.

7.2. The Customer is obliged to keep their access data (usernames, passwords) secret and to protect them from access by unauthorized third parties.

7.3. The Customer is responsible for creating the technical prerequisites on their side (e.g., stable internet connection, current web browser) for accessing the service.

8. Liability for Defects

8.1. Free Version: As the service is provided free of charge, our liability for material defects and defects of title is limited to cases of intent and gross negligence.

8.2. Paid Versions: a) The statutory provisions shall apply to defects in our paid services, unless otherwise stipulated below. A defect exists if the agreed quality is not met or if the service is not suitable for the contractually stipulated use. b) The Customer is obliged to report defects immediately after their discovery in text form. c) In the case of justified defects, we shall provide subsequent performance by remedying the defect (rectification) or by providing a defect-free function (replacement). If the subsequent performance fails, the Customer is entitled to the statutory rights of reduction or rescission. d) The limitation period for claims for defects is one year from the statutory commencement of the limitation period. This does not apply to claims for damages according to § 9.

9. Liability

9.1. We shall be liable for breaches of contractual and non-contractual obligations in accordance with the statutory provisions. In the context of fault-based liability, we shall only be liable for damages – irrespective of the legal grounds – in cases of intent and gross negligence.

9.2. In the case of simple negligence, we shall only be liable, subject to statutory limitations of liability (e.g., care in our own affairs), a) for damages resulting from injury to life, body, or health, b) for damages resulting from the breach of an essential contractual obligation (an obligation whose fulfillment is essential for the proper execution of the contract and on whose compliance the contractual partner regularly relies and may rely). In this case, however, our liability is limited to the compensation of the foreseeable, typically occurring damage.

9.3. The limitations of liability resulting from para. 9.2 shall also apply to breaches of duty by or in favor of persons whose fault we are responsible for according to statutory provisions. They do not apply if we have fraudulently concealed a defect or have assumed a guarantee for the quality of the goods and for claims of the Customer under the Product Liability Act.

9.4. For the free version, our liability beyond the provision in para. 8.1 is limited to intent and gross negligence.

10. Data Protection and Data Processing

10.1. We process personal data in accordance with the provisions of the General Data Protection Regulation (GDPR) and the German Federal Data Protection Act (BDSG). Details can be found in our privacy policy on our website.

10.2. Insofar as the Customer has personal data processed by us within the scope of using the service (e.g., data of employees or customers in the reports), we act as a data processor and the Customer as the controller within the meaning of Art. 4 No. 7 GDPR.

10.3. This requires the conclusion of a separate Data Processing Agreement (DPA) in accordance with Art. 28 GDPR. We will provide the Customer with a corresponding template. The use of the service for processing personal data without a valid DPA is not permitted.

11. Amendments to the GTC

We reserve the right to amend these GTC for existing contracts if this is necessary due to changes in the legal situation, technical developments, or to close regulatory gaps. We will inform the Customer of such changes in text form at least six weeks before they take effect. The Customer’s consent shall be deemed to have been given if they do not object in text form within four weeks of receiving the notification of the change. We will specifically point out this consequence to the Customer in the notification.

12. Final Provisions

12.1. The law of the Federal Republic of Germany shall apply, to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).

12.2. If the Customer is a merchant, a legal entity under public law, or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from this contractual relationship shall be our place of business.

12.3. Should individual provisions of this contract be or become invalid, the validity of the remaining provisions shall not be affected. The parties undertake to replace the invalid provision with a valid one that comes as close as possible to the economic purpose of the original provision.